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  • MKT 5 MKT 5 Accounting Periods and Financial Reports and Auditing

    • MKT 5 Guidance

      1. Article 44 of the Law provides that a Reporting Entity shall prepare and file with the DFSA an annual financial report in accordance with the requirements prescribed in the Rules.
      2. Article 45 of the Law provides that a Reporting Entity shall prepare and file with the DFSA:
      a. a semi-annual financial report; and
      b. any other financial statements as are required by the DFSA, in the circumstances prescribed by Rules.
      Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
      [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
      [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

    • MKT 5.1 MKT 5.1 Application

      • MKT 5.1.1 MKT 5.1.1

        This section applies to every Reporting Entity other than that of a Listed Fund or an ATS Traded Fund, except where a narrower application is provided in respect of any particular class of Security.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Added] DFSA RMI313/2021 (Made 30th June 2021). [VER18/10-21]

        • MKT 5.1.1 Guidance

          Chapter 6 contains the requirements relating to accounting periods and financial reporting in respect of Listed Funds.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Financial reporting standards

        • MKT 5.1.2

          (1) A Reporting Entity must prepare financial statements for each financial year of the Reporting Entity.
          (2) A Reporting Entity must prepare and maintain all financial statements in accordance with the International Financial Reporting Standards (IFRS) or other financial reporting standards acceptable to the DFSA.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

      • Accounting Periods

        • MKT 5.1.3

          (1) A Reporting Entity must not change its accounting reference date as specified in its most recent Prospectus unless it has obtained the prior approval of the DFSA in accordance with the requirements in (2).
          (2) A Reporting Entity that proposes to change its accounting reference date must:
          (a) notify the DFSA of its proposal at least 28 business days prior to making such a change; and
          (b) obtain the DFSA's prior approval for the proposed change.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

      • Annual Financial Report

        • MKT 5.1.4 MKT 5.1.4

          (1) The annual financial report which is required to be produced by a Reporting Entity pursuant to Article 44 of the Law must include the information specified in (2).
          (2) In respect of the financial year to which the annual financial report relates, it must contain:
          (a) financial statements audited in accordance with Rule 5.1.5;
          (b) a review of the operations during the year and the results of those operations;
          (c) details of any significant changes in the Reporting Entity's state of affairs during the financial year;
          (d) details relating to the Reporting Entity's principal activities during the year and any significant changes in the nature of those activities during the year;
          (e) details of any matter or circumstance that has arisen since the end of the year that has significantly affected or may significantly affect:
          (i) the Reporting Entity's operations in future financial years and the results of those operations; or
          (ii) the Reporting Entity's state of affairs in future financial years; and
          (f) likely developments in the Reporting Entity's operations in future financial years and the expected results of those operations;
          (g) a statement of auditors required under Article 46(2) of the Law;
          (h) a statement by Directors whether or not, in their opinion, the business of the Reporting Entity is a going concern, with supporting assumptions or qualifications as necessary; and
          (i) details relating to the identity and holdings of any Connected Person of the Reporting Entity.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM101/2012 (Made 24th July 2012) [VER2/07-12]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 5.1.4 Guidance

            With regard to the opinion required under the obligation in Rule 5.1.4(2)(h), the DFSA recognises that while the financial statements will be prepared by Persons other than the Directors, the Board has overall responsibilities to ensure the integrity and independence of the financial reporting process.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 5.1.5 MKT 5.1.5

          The annual financial report of a Reporting Entity that is not a Public Listed Company must be audited by an independent, competent and qualified auditor in accordance with the International Standards on Auditing as issued by the International Auditing and Assurance Standards Board ("IAASB") or other standards acceptable to the DFSA.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM109/2012 (Made 23rd December 2012). [VER03/07-12]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 5.1.5 Guidance

            1. MKT Rule 5.1.5 applies to a Reporting Entity that is not a Public Listed Company.
            2. A Public Listed Company is required under Article 99 of the Regulatory Law to appoint an auditor that is a Registered Auditor (see MKT 5.2). Under MKT Rule 5.2.7 a Public Listed Company must require its Registered Auditor to conduct an audit of its financial statements in accordance with the requirements of the relevant standards published by the International Auditing and Assurance Standards Board (IAASB) in respect of its financial business or other standards acceptable to the DFSA and produce audit reports as specified in AUD.
            [Added] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 5.1.6 MKT 5.1.6

          The annual financial report must be signed by at least two Directors of the Reporting Entity.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]

          • MKT 5.1.6 Guidance

            The DFSA expects a Reporting Entity to make, within its annual financial report, appropriate levels of disclosure for different types of Securities. Accordingly, the disclosure made for an Issuer of Shares would be significantly more extensive than the disclosure made in respect of an Issuer of Debentures.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]

      • Semi-Annual Financial Report

        • MKT 5.1.7

          (1) Pursuant to Article 45(1)(a) of the Law, a Reporting Entity in respect of Shares, or Warrants or Certificates over Shares must, in addition to the annual financial report, prepare and file a semi-annual financial report which meets the requirements in (2) and (3).
          (2) A Reporting Entity must:
          (a) prepare such report:
          (i) for the first six months of each financial year or period; and if there is a change to the accounting reference date, prepare such report in respect of the period up to the old accounting reference date; and
          (ii) in accordance with the applicable IFR standards or other standards acceptable to the DFSA;
          (b) if the financial statements have either been audited or reviewed by auditors, include in the report statements to that effect; and
          (c) ensure that that the report includes:
          (i) an indication of important events that have occurred during the first six months of the financial year, and their impact on the financial statements;
          (ii) a description of the principal risks and uncertainties for the remaining six months of the financial year; and
          (iii) a condensed set of financial statements, an interim management report and associated responsibility statements.
          (3) A semi-annual financial report must be signed by at least two Directors of the Reporting Entity.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM109/2012 (Made 23rd December 2012). [VER03/07-12]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

      • Market Disclosure

        • MKT 5.1.8

          (1) A Reporting Entity where it is required by the Law and the Rules to prepare the following financial reports must disclose to the market, in accordance with Rule 4.7.1:
          (a) its annual financial report;
          (b) its semi-annual financial report; and
          (c) its preliminary financial results.
          (2) A Reporting Entity must make the market disclosure required in (1) within the following time periods:
          (a) in relation to its annual financial report, as soon as possible after the financial statements have been approved, but no later than 120 days after the end of the financial period;
          (b) in relation to its semi-annual financial report, as soon as possible and in any event no later than 60 days after the end of the period to which the report relates; and
          (c) in relation to its preliminary financial results, as soon as possible but no later than 30 minutes before the market opens on the day after the approval of the Board.
          (3) A Reporting Entity must, where there is a change to its accounting reference date, disclose to the market in accordance with Rule 4.7.1:
          (a) the change to its accounting reference date as soon as possible; and
          (b) if it is a Reporting Entity in relation to Shares, a second interim report within six months of the old accounting reference date if the change of the accounting reference date extends the annual accounting period to more than 14 months.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]
          [Amended] DFSA RM171/2016 (Made 10th February 2016). [VER8/04-16]

    • MKT 5.2 MKT 5.2 Application in respect of a public listed company

      • MKT 5.2.1 MKT 5.2.1

        This section applies to every Public Listed Company.

        Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
        [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 5.2.1 Guidance

          1. A Public Listed Company is defined in the Regulatory Law to mean a person incorporated or formed in the DIFC and who is admitted to an official list of securities in the DIFC or to an equivalent list of securities in another jurisdiction.
          2. A Public Listed Company is required under Article 99 of the Regulatory Law to appoint an auditor that is a Registered Auditor.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM120/2013 (Made 14th July 2013). [VER4/07-13]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

      • Appointment and Termination of Auditors

        • MKT 5.2.2

          A Public Listed Company must:

          (a) notify the DFSA of the appointment of a Registered Auditor by completing and submitting the appropriate form in AFN;
          (b) prior to the appointment of the Registered Auditor, take reasonable steps to ensure that the Registered Auditor has the required skills, resources and experience to audit the business of the Public Listed Company for which the Registered Auditor has been appointed; and
          (c) ensure that the Registered Auditor, at the time of appointment and for the duration of the engagement is registered with the DFSA as a Registered Auditor.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 5.2.3

          A Public Listed Company must notify the DFSA immediately if the appointment of its Registered Auditor is or is about to be terminated, or on the resignation of its Registered Auditor, by completing and submitting the appropriate form in AFN.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 5.2.4

          A Public Listed Company must appoint a Registered Auditor to fill any vacancy in the office of Registered Auditor and ensure that the replacement Registered Auditor can take up office at the time the vacancy arises or as soon as reasonably practicable.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 5.2.5 MKT 5.2.5

          (1) A Public Listed Company must take reasonable steps to ensure that the Registered Auditor and the relevant audit staff of the Registered Auditor are independent of and not subject to any conflict of interest with respect to the Public Listed Company.
          (2) A Public Listed Company must notify the DFSA if it becomes aware, or has reason to believe, that the Registered Auditor or the relevant audit staff of the Registered Auditor are no longer independent of the Public Listed Company, or have a conflict of interest which may affect their judgement in respect of the Public Listed Company.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

          • MKT 5.2.5 Guidance

            A Public Listed Company should consider whether there is any financial or personal relationship between it or any of its relevant Employees and the Registered Auditor or any of the relevant Employees of the Registered Auditor that may affect the judgement of the Registered Auditor when conducting an audit of the Public Listed Company or complying with all its legal obligations, including the Regulatory Law, AUD, AML and other relevant modules of the DFSA Rulebook.

            Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
            [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

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          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

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          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

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          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

      • Co-operation with Auditors

        • MKT 5.2.6

          A Public Listed Company must take reasonable steps to ensure that it and its Employees:

          (a) provide any information to its Registered Auditor that its Registered Auditor reasonably requires, or is entitled to receive as Registered Auditor;
          (b) give the Registered Auditor right of access at all reasonable times to relevant records and information within its possession;
          (c) allow the Registered Auditor to make copies of any records or information referred to in paragraph (b);
          (d) do not interfere with the Registered Auditor's ability to discharge its duties;
          (e) report to the Registered Auditor any matter which may significantly affect the financial position of the Public Listed Company; and
          (f) provide such other assistance as the Registered Auditor may reasonably request it to provide.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

      • Function of the Auditor

        • MKT 5.2.7

          A Public Listed Company, must in writing require its Registered Auditor to:

          (a) conduct an audit of the Public Listed Company's financial statements in accordance with the International Standards on Auditing as issued by the International Auditing and Assurance Standards Board (IAASB) in respect of its financial business or other standards acceptable to the DFSA; and
          (b) produce a Public Listed Company Auditor's Report on the audited financial statements in accordance with the Markets Law 2012 and AUD App6.
          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

        • MKT 5.2.8

          A Public Listed Company must submit any auditor's reports and financial statements required by this chapter to the DFSA within four months of the Public Listed Company's financial year end.

          Derived from RM81/2011 (Made 30th November 2011). [VER1/11-11]
          [Amended] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

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          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

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          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

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          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

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          [Deleted] DFSA RM134/2014 (Made 21st August 2014). [VER5/06-14]

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