Introduction
This guide will assist lawyers and compliance staff working in the financial services sector in the UK in their understanding of the Financial Conduct Authority (FCA)’s Policy Statement on Sustainability Disclosure Requirements (SDR) and investment labels (PS23/16).
The final guidance was published on 28 November 2023 and sets out the FCA’s rules on anti-greenwashing, a labelling regime for financial products with sustainability objectives, naming and marketing rules for the use of sustainability-related terms in financial promotions to retail clients, product and entity level sustainability disclosure requirements, as well as distributor obligations.
This guide covers:
- Anti-greenwashing rule
- Labelling of financial products
- Naming and marketing
- Disclosures
- Distributors
- Future proposals
This guide can be used in conjunction with the following How-to guides: How to navigate the regulatory and litigation risks associated with greenwashing in the UK and EU, How to understand and avoid the risks of greenwashing, The FCA’s Consumer Duty: putting the needs of customers first and Checklists: Greenwashing risk assessment, Embedding the Consumer Duty: practical considerations.
Section 1 – Anti-greenwashing rule
The anti-greenwashing rule is part of a broader package of measures (as set out in PS23/16) to ensure that sustainability-related claims are accurate and reliable. This helps consumers to make informed investment choices that align with their sustainability goals.
These should not be considered in isolation and the FCA expects firms to keep the Consumer Duty (that requires firms to consider the needs, characteristics and objectives of their customers – including those with characteristics of vulnerability – and how they behave, at every stage of the customer journey) in mind. See How-to guide: The FCA’s Consumer Duty: putting the needs of customers first and Checklist: Embedding the Consumer Duty: practical considerations.
See also the ‘Guiding principles on design, delivery and disclosure of ESG and sustainable investment funds’ set out in the ‘Dear Chair’ letter from the FCA on 19 July 2021, and the outcome of the FCA’s review of firms’ adherence to the guiding principles in November 2023.
1.1 Guidance on the anti-greenwashing rule
The anti-greenwashing rule builds upon and sits alongside the existing requirement for all FCA-authorised firms to ensure that their communications are clear, fair and not misleading, as set out in the FCA Handbook. Tackling greenwashing is a regulatory priority.
| Status | Applies from 31 May 2024 |
| Who is obliged to comply | All FCA-authorised firms |
| Enforced by | FCA |
| Key requirements | An anti-greenwashing rule in the ESG Sourcebook to help ensure that sustainability-related claims made by all authorised firms about their products and services are fair, clear, and not misleading, and consistent with the sustainability profile of the product or service. The rule applies to all communications to UK clients (professional and retail) about financial products and services made in any way which refer to the environmental and/or, social (ie, ‘sustainability’) characteristics of those products or services. Sustainability-related references can be present in, but are not limited to, statements, assertions, strategies, targets, policies, information, and images. Where such communications were finalised before 31 May 2024, if they are still being communicated to persons in the UK, they will be within the scope of the rule. The FCA has published general non-handbook guidance on the application of the anti-greenwashing rule. This includes a clarification that whilst the focus of the anti-greenwashing rule is communications made by FCA-authorised firms relating to products and services, firms need to be aware that statements they make about themselves form part of a ‘representative picture’ that can influence a client’s decision. For further information on greenwashing more generally, see How-to guides: How to navigate the regulatory and litigation risks associated with greenwashing in the UK and EU and How to understand and avoid the risks of greenwashing. |
| Sanctions | The FCA will apply its usual supervisory and enforcement approaches to the regime. It will respond to compliance issues when they arise and act if it has intelligence that indicates a firm may not be meeting the requirements. It may take enforcement action where it has reason to believe that serious misconduct may have taken place. Firms which have communicated or approved a potentially misleading advert may be asked to withdraw it or change it so that it complies with requirements. In the most serious circumstances, the FCA will use its powers to ban a promotion or advert. The FCA’s enforcement powers also include imposing financial penalties, prohibiting individuals from carrying out regulated activities, public censure and prosecution. |
| Action to be taken | All FCA-authorised firms should:
|
In addition to the specific anti-greenwashing rule, the SDR also sets out rules relating to the labelling of financial products, naming and marketing rules for investment products, ongoing product-level and entity-level disclosures, and requirements for distributors to ensure that product-level information (including the labels) is made available to consumers. These may also give rise to allegations of greenwashing and regulatory sanctions, if not applied correctly, and we have summarised each of these in the tables below.
Section 2 – Labelling of financial products
The labelling regime is voluntary and introduces four investment labels – ‘Sustainability Focus’, ‘Sustainability Improvers’, ‘Sustainability Impact’, and ‘Sustainability Mixed Goals’ –for products with sustainability objectives that aim to improve or pursue positive outcomes for the environment and/or society. Managers that decide to adopt a label will need to comply with certain general requirements that are the same for each label, and label specific requirements on an ongoing basis.
The labelling regime aims to ensure that consumers have access to clear and simple information on what a fund’s environmental or social goal is and the approach to achieving it.
2.1 Rules relating to labelling of financial products
| Status | Labels can be adopted anytime from 31 July 2024 |
| Who is obliged to comply | Voluntary regime applicable to UK asset managers managing UK undertakings for collective investment in transferable securities (UCITS) and UK alternative investment funds (AIFs) |
| Enforced by | FCA |
| Key requirements | Managers who choose to adopt a label need to be engaging in sustainability in-scope business and meet the qualifying criteria (general and specific) on an ongoing basis.
The specific criteria to be met in relation to each label are as follows.
Sustainability Improvers:
Sustainability Impact:
Sustainability Mixed Goals: A manager may use this label where the product’s sustainability objective is a combination of the other three labels above.
Managers must notify the FCA if they intend to use one of the labels (or to revise or cease the use of a label). The labels (which are trademarked) can be downloaded from the FCA’s website, and where the label should be disclosed by a manager is set out on the FCA’s webpage ‘Sustainability disclosure and labelling regime’. |
| Sanctions | If a firm chooses to label a product, the firm remains responsible for its classification and ensuring the label is appropriate. The FCA’s Fund Authorisation team will review, and may challenge, the application of any new fund submitted for authorisation, or amendments to existing funds. However, this will not be an approval of the label. The FCA will also apply its usual supervisory and enforcement approaches to this regime (see above). |
| Action to be taken | Managers should assess any products that aim to achieve positive sustainability outcomes against the qualifying criteria and decide whether to label any such products that meet the qualifying criteria. If they decide to label a product, managers should prepare the relevant consumer-facing disclosures, detailed product-level disclosures and other statements where relevant (see Section 4. below). Consider too any steps to be taken when changing a label and build in review of labels at least annually. Managers should also follow the usual fund authorisations and amendments process if they decide to use a label (noting that the FCA will not be approving use of any particular label). They should notify the FCA of the use of a label through the form on the FCA’s online notification and applications system (Connect). |
Section 3 – Naming and marketing
The naming and marketing rules only apply to products made available to retail clients and are designed to allow firms that don’t adopt labels for their products to still make sustainability claims (such as including ‘green’ or ‘low-carbon’ in the name of a fund). This could be because:
- the provider has decided not to have a label; or
- the fund doesn’t meet the qualifying criteria to have a label
Where this is the case, consumers will still have access to clear and simple information about what the fund is investing in and will see a statement explaining why the product or service doesn’t have a label.
Sometimes products and services may not include a label because they aren’t in scope. This includes funds that are based outside the UK or different types of funds such as pension funds.
Note that whether the naming and marketing rules apply, any sustainability claims must still be compliant with the anti-greenwashing rule and proportionate to the sustainability profile of the product and service.
| Status | Applies from 2 December 2024 (extended to 2 April 2025 for firms that applied for an amended pre-contractual disclosure for a particular fund by 1 October 2024); or the date a sustainability label (see Section 2 above) is first used if earlier than 2 December 2024 |
| Who is obliged to comply | UK asset managers managing products made available to retail clients |
| Enforced by | FCA |
| Key requirements | The anti-greenwashing rule (see Section 1 above) requires that sustainability-related claims must be clear, fair and not misleading. This is consistent with the Consumer Duty (requiring financial services firms to put customers first) and forms the foundation of the naming and marketing rules.
Product name
Marketing |
| Sanctions | The FCA will also apply its usual supervisory and enforcement approaches to this regime (see above). |
| Action to be taken | Managers should familiarise themselves with the rules and assess (i) whether any products that have not been labelled trigger the naming and marketing rules; and (ii) what steps should be taken to ensure compliance with the rules. |
Section 4 – Disclosures
The disclosure regime aims to help provide accessible information to institutional and retail investors who may want more information in relation to labelled products, or products using sustainability-related terms in their naming and/or marketing materials but that are not labelled.
| Status | See application dates for product and entity level disclosures under ‘Key requirements’ below. |
| Who is obliged to comply | UK asset managers of funds that are using a sustainability label, or that are captured under the naming and marketing rules |
| Enforced by | FCA |
| Key requirements | Product-level disclosures: consumer-facing disclosures
The disclosure must be made from the date the label is first used or by 2 December 2024 for products using sustainability-related terms without a label. The disclosure must be reviewed and updated annually as appropriate. Disclosures for products with labels must, at a minimum, be updated to reflect progress towards achieving the sustainability objective.
For products using a label, the information that must be disclosed is broadly associated with the qualifying criteria for the labels. The FCA has published a list of examples of good practice in pre-contractual disclosures. While the examples are not exhaustive, they provide guidance on length, level of detail and vocabulary which firms may use to comply with the expectations of each label category. |
| Sanctions | The FCA will also apply its usual supervisory and enforcement approaches to this regime (see above). |
| Action to be taken | UK managers must ensure that their consumer-facing disclosures are up-to-date in respect of a product’s progress in achieving its sustainability objective, and must ensure their consumer-facing disclosures, pre-contractual disclosures and sustainability product reports are accurate and consistent with any sustainability labels or sustainability-related terms used. There is no prescribed format for such disclosures or reports. UK managers of funds with over £5 billion or £50 billion in assets under management must publish a sustainability report in accordance with the prescribed timescales. Managers with less than £5 billion of assets under management are encouraged to publish a sustainability report on a voluntary basis, particularly as this may become mandatory in future. |
Section 5 – Distributors
Distributors (such as financial advisers and platforms) play a key role in communicating sustainability information about products they distribute to retail investors.
| Status | From 31 July 2024 (where firms are using labels); by 2 December 2024 (for notice on overseas funds) |
| Who is obliged to comply | Distributors of investment products to retail investors in the UK |
| Enforced by | FCA |
| Key requirements | Distributors must communicate the labels and provide access to consumer-facing disclosures (for both labelled and unlabelled products that they distribute) to retail investors, either on a relevant digital medium for the product or using the channel they would ordinarily use to communicate information. They must keep the labels and consumer-facing disclosures up to date with any changes that the firm makes to a label or the disclosures. Distributors must also include a notice on overseas products (ie, recognised schemes – including Exchange Traded Funds) to clarify that they are not subject to the UK sustainable investment labelling and disclosure requirements. The notice must be (i) in a prominent place on the relevant digital medium, along with a link to the FCA webpage setting out more information for consumers; or (ii) communicated via the channel the distributor would ordinarily use. Distributors and advisers are also subject to the anti-greenwashing rule and must therefore ensure all sustainability-related references comply with that rule. |
| Sanctions | The FCA will also apply its usual supervisory and enforcement approaches to this regime (see above). |
| Action to be taken | Distributors should prepare to make the labels and consumer-facing disclosures available as soon as reasonably practicable to retail investors, and to keep them up-to-date. Where relevant, prepare to add a notice on overseas funds to inform consumers that they are not subject to the regime. The purpose of the rules is to meet the needs of retail investors and distributors are expected to take this into consideration when determining where and how to provide retail clients with access to the labels and consumer-facing disclosures. |
Section 6 – Future proposals
Implementation of the new regime is staggered, and in the case of the labelling regime, optional.
Firms will need to track the regime over time, particularly if it becomes applicable to a greater range of financial products and as disclosure requirements increase in scope and complexity.
6.1 Portfolio management
On 23 April 2024, the FCA published a consultation on the application of the regime to portfolio management. This closed on 14 June 2024 and in April 2025 the FCA stated that in light of the feedback received, they have decided that it is not the right time to finalise rules on extending SDR to portfolio management. The planned publication of a separate policy statement on SDR-extension to portfolio management (originally expected Q2 2025) has therefore been effectively delayed indefinitely.
The FCA stated in its original SDR policy statement (PS23/16) that it intends to further expand the regime over time, for example, to pension and potentially other investment products and services.
6.2 Overseas Funds Regime (OFR)
In the Financial Services Act 2021 (which inserted a new section 271A into the Financial and Services Markets Act 2000 (FSMA)), the Government legislated for a new Overseas Funds Regime (OFR) to create a more streamlined process for overseas investment funds to be sold to UK retail investors.
In October 2022, the Government confirmed that it had begun an assessment of the states in the European Economic Area (EEA), including the European Union (EU) member states, under the OFR. This was the first assessment conducted under the OFR, in recognition of the importance of funds domiciled in these countries to UK markets and UK investor choice. The assessment focused on the regulation of undertakings for collective investment in securities (UCITS) authorised under Directive (EC) 2009/65 – the UCITS Directive.
In January 2024, the Government announced that it had reached a decision regarding equivalence assessment of the EEA states, including the EU member states, under the OFR in relation to UCITS funds. The Government has also announced its intention to extend the existing Temporary Marketing Permissions Regime (TMPR) (allowing EEA funds that were marketing into the UK pre-Brexit), meaning that funds recognised under the TMPR can continue to be marketed to UK retail customers until the end of 2026 (subject to the laying and commencement of the necessary legislation).
The Government announced in January 2024 that it did not intend to impose any additional requirements on EEA UCITS as part of this equivalence decision. However, the Government recognised the need to consult further on whether the SDR and labelling regime should be extended to include funds recognised under the OFR. The consultation was expected to start in Q3 2024 and to be completed in H2 2024, with the Government aiming to lay any legislation required to implement its decision on SDR and labelling for OFR funds by end 2024. If the Government legislated on SDR and labelling for OFR funds, the FCA was expected to consult on related rules and guidance in 2025. However, there appears to no longer be a fixed date for either the government’s or FCA’s consultation. In the meantime, fund operators should review the FCA register to ensure that details held are correct and be registered on Connect (see guidance and approach document), and where applicable, ensure that they apply for OFR recognition within their designated time slot.
For an overview of the OFR, see joint roadmap published by the FCA and HMT on 1 May 2024. See also the FCA webpage which provides practical guidance on the application process for firms to become recognised under the OFR and the FCA’s expectations for fund operators.
The FCA Handbook contains directions, rules and guidance relating to overseas recognised schemes in Chapter 9 of the Collective investment Schemes sourcebook (COLL 9) which includes the requirements in COLL 9.5.6R for the prospectus of a recognised fund to contain disclosures about whether consumer redress schemes are available. The FCA has provided draft disclosure wording for fund operators.
6.3 Sustainable Finance Disclosures Regulation (SFDR)
The FCA has helpfully mapped its regime to Regulation (EU) 2019/2088 – the Sustainable Finance Disclosures Regulation (SFDR) in the SDR to help firms that will face obligations under both regimes; however, there are some differences (see How-to guide: How to comply with climate-related regulations applicable to the financial services sector in the EU). The EU authorities have published guidelines to help consumers navigate the European market and the FCA has said that it stands ready to work with the EU authorities on this.
Following a consultation that closed in December 2023 and whose outcomes were published in May 2024, in February 2025 the European Commission (EC) announced a delay in the implementation of revisions to the SFDR until Q4 2025, under its ‘simplification’ agenda. On 19th November 2025, the EC proposed a set of amendments to SFDR with the aim of streamlining corporate disclosures, and addressing current overlaps between the Corporate Sustainability Reporting Directive (CSRD) and SFDR. If approved, only the largest organisations subject to the updated thresholds under the CSRD will need to disclose their impacts on the environment and society. The EC is also proposing a significant reduction in product-level disclosures, limiting them to data that is available, comparable, and meaningful. The EC is also proposing a simple categorisation system for financial products making ESG claims. Broadly, the categories will be ‘Sustainable category', ‘Transition category', and an ‘ESG basics category'.
The EC proposal will be submitted to the European Parliament and European Council for their deliberation.
The FCA is also engaged with developments in other international jurisdictions, to seek to harmonise obligations wherever possible.
Additional resources
FCA:
Dear Chair letter setting out expectations on design, delivery and disclosure of ESG and sustainable funds - 19 July 2021
FCA multi-firm review testing how authorised fund managers are embedding the Guiding Principles in ESG and sustainable investment funds - 16 November 2023
PS23/16: Sustainability Disclosure Requirements (SDR) and investment labels
CP24/8: Extending the SDR regime to Portfolio Management
Related Lexology Pro content
How-to guides:
How to navigate the regulatory and litigation risks associated with greenwashing in the UK and EU
How to understand and avoid the risks of greenwashing
The FCA’s Consumer Duty: putting the needs of customers first
Checklists:
Greenwashing risk assessment
Embedding the Consumer Duty: practical considerations
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