Pre-IPO TerminalUKLR 24.3.2R(5)
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The free FPPP self-scan

31 of the 72 criteria, covering all nine FPPP areas and every gate item. It takes about ten minutes and tells you the three things a sponsor asks first.

This is a self-assessment, and a sponsor will not accept it as evidence. What it can do is catch the places where your own answers do not hold together — claiming a process that depends on something you have told us you do not have. That is what a reporting accountant does on day one, and it needs no documents.

The transaction

01

Directors' risk assessment of FPP

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Whether the directors can identify and manage the risks that bear on the group's financial position and prospects — and have written that assessment down.

1.1

Do you have a written risk management framework describing how the group identifies, assesses and mitigates risk?

Not the risk register itself — the document that says how risk management works: who does it, on what cycle, and how it reaches the board.

UKLR 24.3.2R(5)UKLR 2.2.1R — Listing Principle 1
What discharges this

framework document Sets out how risks are identified, assessed, owned, mitigated and escalated, and on what cycle the process itself is reviewed.

A formal Risk Management Framework must be documented, describing the overall approach to identifying, assessing, and mitigating risk.

1.2

Is there a group risk register that is genuinely kept up to date, rather than refreshed for an occasion?

A sponsor will look at the revision history. A register last touched eighteen months ago reads worse than a thin one updated last quarter.

UKLR 24.3.2R(5)
What discharges this

register A current group risk register giving, for each risk, likelihood, financial impact, owner and mitigation.

A Group Risk Matrix must exist and be updated periodically to reflect current risks.

1.9

Have the directors produced a single FPPP risk assessment addressing all seven required areas, and approved it?

This document is the spine of the whole FPPP report and the plc directors formally approve it before admission. Everything else in this pack is evidence supporting it.

GateUKLR 24.3.2R(5)
What discharges this

framework document A single directors' FPPP risk assessment addressing each of the seven areas by name, and stating for each the procedures relied upon.

The directors' risk assessment must explicitly identify, assess, and consider risks relating to each of the following seven areas: (i) high-level reporting environment, (ii) forecasting and budgeting, (iii) management reporting framework, (iv) significant transaction complexity and potential financial exposure or risk, (v) strategic projects and initiatives, (vi) financial accounting and reporting, and (vii) the IT environment — and document how FPP procedures address those risks.

02

High-level reporting environment

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The governance structure, the people and the control environment underneath financial reporting: board and committees, the finance function, internal control, internal and external audit.

2.2

Are there approved written terms of reference for the audit and risk, remuneration and nomination committees?

Committees that exist in practice but have no approved terms of reference do not exist for this purpose. Composition and independence have to meet the Code, or the deviation has to be explained.

GateUKLR 2.2.1R — Listing Principle 1UKLR 24.3.2R(4)DTR 7.1.1R–7.1.3R
What discharges this

terms of reference Signed terms of reference for each of the three committees, stating composition, independence requirements, quorum and delegated authority.

Formal written Terms of Reference must be in place for: Audit & Risk Committee, Remuneration and Nomination Committees.

2.3

Is there a documented internal control over financial reporting (ICFR) framework?

The framework names the key controls, their owners, and how design and operating effectiveness get tested. Without it there is nothing for the audit committee to oversee.

GateEvery entityUKLR 2.2.1R — Listing Principle 1UKLR 20.2.4AR
What discharges this

framework document Identifies the key financial reporting controls, names a control owner for each, and states how design and operating effectiveness are assessed and on what cycle.

A documented Internal Control over Financial Reporting (ICFR) framework must exist.

2.4

Is there a delegation of authority matrix, and are its limits actually enforced in the finance systems?

The words that matter are 'embedded in financial systems'. A matrix that only exists as a PDF is a statement of intent, and a reporting accountant will test whether the ERP enforces it.

Every entityUKLR 2.2.1R — Listing Principle 1UKLR 20.2.4AR
What discharges this

matrix Approval limits for procurement, payments and commitments, by role and value band.

A Delegation of Authority (DoA) matrix must be in place showing approval limits for procurement, payments, and commitments — embedded in financial systems.

2.5

Is the finance function adequately staffed and qualified, with an organisation chart to show it?

ICAEW App.1 B(d) ties staffing to the accounting, reporting and tax complexity of the business. Key-person concentration in IFRS conversion is the classic finding here.

UKLR 24.3.2R(5)UKLR 2.2.1R — Listing Principle 1
What discharges this

org chart Roles, reporting lines and responsibilities from the CFO to key accounting staff, with qualifications shown and vacancies marked.

The finance function must be adequately staffed with qualified personnel, evidenced by a documented organisational chart covering roles, reporting lines, and responsibilities from the CFO to key accounting staff.

2.8

Is there an internal audit function — or, if not, a written explanation with the compensating controls named?

Absence is survivable; unexplained absence is not. The Code works on comply-or-explain, and the explanation has to be written down before anyone asks.

UKLR 2.2.1R — Listing Principle 1UKLR 20.2.4AR
What discharges this

terms of reference An internal audit charter and annual plan approved by the audit committee — or, where there is no function, a board-approved explanation naming the compensating controls relied upon.

An internal audit function must exist — or its absence must be formally explained with compensating controls documented.

03

Forecasting and budgeting

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Whether the group can forecast well enough to manage market expectations and support a working capital statement — the one area where the evidence is a model, not a document.

3.1

Is the annual budgeting process documented from assumption-setting through to board approval?

ICAEW App.1 C(b) also wants the budget to reflect strategy and plans, and C(e) wants input from the people who will have to deliver it.

UKLR 24.3.2R(5)
What discharges this

process document Sets out the budget cycle with dates, responsibilities, the assumption-setting step, the challenge and iteration stages, and the board approval point.

A documented annual budgeting process must exist — from assumption-setting through to final Board approval.

3.2

Is there a single controlled financial model with documented assumptions and version control?

The working capital statement in the prospectus is built on this model, and on a UK listing it may need independent verification. A model that is a constantly-updated working file, with no controlled master, cannot support it.

GateUKLR 24.3.2R(5)
What discharges this

financial model A single controlled master version, with an assumptions sheet, a change log, and the model's logic documented well enough for a reviewer to follow a number from driver to output.

A financial model must exist with clearly documented logic, assumptions, and version control.

3.4

Are sensitivity and scenario analyses documented against the declared key business drivers?

The drivers have to be the ones the equity story actually rests on. A sensitivity table on drivers nobody mentions in the prospectus is decoration.

UKLR 24.3.2R(5)
What discharges this

financial model Downside and upside scenarios run on the declared key drivers, with the mechanics visible in the model rather than pasted in as values.

Sensitivity and scenario analysis procedures must be documented, covering key business drivers (e.g. fuel prices, exchange rates, cargo volumes).

3.5

Does the board receive actual-versus-budget-versus-forecast variance analysis with written management commentary?

ICAEW App.1 C(g) asks for positive and negative variances to be explained. Packs that explain only the misses are a finding in themselves.

UKLR 24.3.2R(5)
What discharges this

report pack Actual against budget and against forecast, with written explanation of material variances in both directions, in a pack the board demonstrably received.

A variance analysis process must exist: actual results vs budget vs forecast, with management commentary reviewed by the Board on a timely basis.

04

Management reporting framework

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The quality, timeliness and content of the financial and operational information the board actually receives — including between reporting dates.

4.1

Is a monthly management accounts pack produced covering P&L, cash flow, balance sheet, working capital, KPIs and each subsidiary?

Every subsidiary, not just the material ones — a perimeter entity with no divisional reporting is a hole in the consolidation.

GateEvery entityUKLR 24.3.2R(5)
What discharges this

management accounts A monthly pack containing all six elements, with divisional reporting for every entity in the IPO perimeter.

A monthly management accounts pack must be produced covering: P&L, cash flow, balance sheet, working capital, KPIs, and divisional performance reports for each subsidiary.

4.2

Is the pack produced to a defined timetable, and is that timetable actually met?

A listed company reports to deadlines it does not control. The close calendar being met for six consecutive months is the evidence that it can.

UKLR 24.3.2R(5)
What discharges this

process document A published close calendar, plus the actual issue date of each of the last six packs against it.

The management accounts pack must be produced to a defined timetable — consistently and on time.

4.5

Is the reconciliation between management accounts and statutory IFRS accounts documented?

Where the group reports locally and converts to IFRS, this reconciliation is the point where conversion errors surface. Expect it to be tested closely.

UKLR 24.3.2R(5)
What discharges this

process document The documented reconciliation with the most recent bridge retained, showing each reconciling item and who reviewed it.

A reconciliation process between management accounts and statutory IFRS accounts must be documented.

05

ESG, climate and sustainability reporting

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Procedures for identifying, managing and reporting environmental, social and governance matters — including how climate risk reaches the risk register, the forecasts and the impairment models.

5.1

Is board-level or committee-level oversight of ESG formally established, with a written mandate?

Coordination at management level is common and is not the same thing. The mandate has to sit in terms of reference and be visible in minutes.

UKLR 2.2.1R — Listing Principle 1DTR 7.2.2R–7.2.7R
What discharges this

terms of reference Review Board and committee Terms of Reference and minutes to confirm formal ESG oversight responsibilities.

Board-level or committee-level oversight of ESG matters must be formally established — with documented mandate.

5.5

Are climate-related risks — both transition and physical — formally in the group risk matrix?

Both kinds. Physical risk alone, or transition risk alone, is a partial answer and reads as one.

UKLR 24.3.2R(5)
What discharges this

register Review the ESG Risk Matrix and supporting climate risk assessment to confirm inclusion of physical and transition risks.

Climate-related risks — transition and physical — must be formally integrated into the Group Risk Matrix.

5.9

Is there a documented process for producing the sustainability section of the annual report?

Market practice is to publish it with the annual report, on the same timetable as financial sector peers — which means the process has to run at the speed of the financial close, not behind it.

DTR 7.2.2R–7.2.7RDTR 4.1.3RUKLR 2.2.1R — Listing Principle 1
What discharges this

process document Review the documented sustainability reporting procedure, reporting calendar, responsibilities, approval controls, and supporting evidence.

A documented process must exist for preparing the sustainability section of the Annual Report, ensuring compliance with the UK Corporate Governance Code and other applicable ESG-related regulations (including TCFD-aligned disclosures).

06

Significant transaction complexity

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Procedures for transactions carrying significant accounting complexity, financial exposure or risk — including related party transactions, which are where a listing goes wrong quietly.

6.1

Is there a written policy defining what counts as a significant transaction under the listing rules?

Assessing transactions case by case is the common finding, and it fails: without a defined threshold there is no way to show a transaction was correctly *not* notified.

UKLR 7UKLR 2.2.1R — Listing Principle 1
What discharges this

policy Defines what constitutes a significant transaction, states the class tests applied, and names who performs the assessment and when.

A formal written policy for identifying significant transactions must exist — defining what constitutes a significant transaction under UKLR rules.

6.5

Are related-party transaction procedures documented — identification, assessment, approval and disclosure?

For a group converting from private ownership this is the highest-risk criterion in the pack. Identification is the hard half: it depends on a maintained register and on directors declaring interests.

Every entityUKLR 8UKLR 2.2.1R — Listing Principle 1
What discharges this

register A maintained related-party register plus the documented procedure covering identification, assessment against the threshold, approval, and disclosure.

Related-party transaction procedures must be documented — covering identification, assessment, approval, and disclosure.

07

Strategic projects and initiatives

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Oversight of the capital projects and initiatives with material financial consequences — appraisal, monitoring, tax, and getting them into the right accounting period.

7.1

Is there an investment appraisal process for major capital projects, ending in board approval?

All four elements. A viability calculation with no strategic-fit test is how capital gets committed to projects the equity story cannot explain.

UKLR 24.3.2R(5)UKLR 2.2.1R — Listing Principle 1
What discharges this

process document Requires strategic fit, financial viability and risk assessment in every proposal, and names the approval threshold at which the board decides.

An investment appraisal process must exist for major capital projects — covering strategic fit, financial viability, risk assessment, and Board approval.

7.3

Does capital expenditure reporting track actual spend and commitments against approved budgets, to the board?

Commitments, not just spend. Committed-but-unspent capital is what makes a working capital statement fail late.

UKLR 24.3.2R(5)
What discharges this

report pack CapEx reporting showing actual spend AND outstanding commitments against approved budget, in a pack the board received.

Capital expenditure reporting must track actual spend and commitments against approved budgets — reported to the Board regularly.

08

Financial accounting and reporting

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Compliance with IFRS and with the external reporting obligations of a listed company — including the market abuse machinery that has to work from day one.

8.1

Are IFRS accounting policies documented, board-approved, and applied consistently across every group entity?

'Consistently across all group entities' is what makes this per-entity. Where subsidiaries report under local GAAP and convert, the conversion has to run off the same policy manual.

GateEvery entityUKLR 24.3.2R(5)UKLR 20.2.4AR
What discharges this

policy A group IFRS accounting policy manual, board-approved, with evidence it is the manual each perimeter entity actually applies.

IFRS-compliant accounting policies must be formally documented, Board-approved, and applied consistently across all group entities.

8.3

Are key areas of judgement and estimation uncertainty identified and documented?

The question is not whether the judgement is right — that is the auditor's. It is whether it was identified, reasoned and documented at all, with the assumptions behind fair values stated.

UKLR 24.3.2R(5)
What discharges this

process document A schedule of key judgements and estimates with, for each, the assumption used, the basis for it, and who approved it.

Key areas of judgement and estimation uncertainty must be identified and documented (asset lives, impairment, provisions, revenue recognition, leases).

8.4

Is there a documented timetable for half-year and annual financial statements, with roles assigned?

The deadlines are hard: four months from year end for the annual report, three months for the half-year. Working back from them is what reveals whether the close process is fast enough.

UKLR 24.3.2R(5)DTR 4.1.3RDTR 4.2.2R
What discharges this

process document A reporting calendar working back from the DTR deadlines, with each step owned by a named individual and the review and approval gates marked.

A timetable and process for preparing half-year and annual financial statements must be documented with roles assigned, meeting statutory deadlines.

8.5

Are the finance team, disclosure committee and audit committee established with written terms of reference?

The disclosure committee is the one most often missing pre-IPO, and it is the body that decides whether something is inside information. Criterion 8.6 depends on it existing.

UKLR 2.2.1R — Listing Principle 1DTR 2.2.1R (with MAR Art. 17)DTR 7.1.1R–7.1.3R
What discharges this

terms of reference Terms of reference for the disclosure committee and the audit committee, stating membership, quorum and decision-making authority.

A finance team, Disclosure Committee, and Audit Committee must be established with documented terms of reference and clear decision-making authority.

8.6

Are market abuse procedures in place — insider lists, PDMR notifications, and a route for disclosing inside information?

This has to work on the first day of trading, and insider lists are needed during the IPO process itself — well before admission. It is the criterion most often left until it is late.

GateDTR 2.2.1R (with MAR Art. 17)DTR 2.2.9GUKLR 2.2.1R — Listing Principle 6
What discharges this

register A maintained insider list, plus documented procedures for PDMR notifications and for assessing, escalating and disclosing inside information — including when to issue a holding announcement.

MAR (Market Abuse Regulation) compliance procedures must be in place: insider lists maintained and updated; PDMR (Person Discharging Managerial Responsibilities) notification process; process for identifying and disclosing inside information to the market, including holding announcements where needed.

09

IT environment

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The systems, controls and infrastructure that produce FPP information — access, segregation of duties, resilience, and the third parties the group depends on.

9.2

Are logical access controls in place on all key financial applications?

The list of 'key financial applications' has to be defined first — that is criterion 9.8. Without it, this one cannot be tested for completeness.

Every entityUKLR 24.3.2R(5)UKLR 2.2.1R — Listing Principle 1
What discharges this

system config A current user access list for each key financial application, showing access restricted to authorised users, with joiners and leavers reflected.

Logical access controls must be in place for all key financial applications — restricting access to authorised users only.

9.3

Are user permissions set up with proper segregation of duties, and reviewed periodically?

Where there is no automated segregation-of-duties monitoring, compensating controls need documenting — typically periodic look-back reviews across applications, with evidence they actually ran.

Every entityUKLR 2.2.1R — Listing Principle 1UKLR 24.3.2R(5)
What discharges this

system config A documented segregation-of-duties matrix and evidence of a periodic access review, including the exceptions it raised and how they were cleared.

User permissions must be formally set up with appropriate segregation of duties — documented and reviewed periodically.

9.4

Is there a documented disaster recovery plan covering every system critical to financial reporting?

ICAEW App.1 H(f) wants the plan documented, approved and communicated — the third of those is the one usually missing.

UKLR 24.3.2R(5)
What discharges this

process document A disaster recovery plan naming every system critical to financial reporting, with recovery objectives, and evidence it has been approved and communicated.

A documented disaster recovery plan must exist, covering all systems critical to financial reporting.

9.8

Are the core financial systems documented — data inputs, outputs, and the interfaces between them?

The interfaces are the point. Manual re-keying between systems, or a spreadsheet bridging two of them, is where FPP information quietly loses integrity — and where a heavily Excel-based finance function shows up.

UKLR 24.3.2R(5)
What discharges this

process document A system landscape document naming the core financial systems, their data inputs and outputs, and every interface between them — flagging which are automated and which are manual.

Core financial systems (e.g. ERP - Enterprise Resource Planning, consolidation tools) must be formally reviewed, and key IT processes supporting financial reporting must be fully documented — covering data inputs, system outputs, and interfaces between systems.

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FPPP v1 (UKLR, 2026) · rules current as of 2026-08-28