The purpose of the Wetteri Plc insider guidelines is to summarise the most important rules and policies regarding insider information and governance within the company. The insider guidelines contain rules and regulations concerning the use of insider information, the company’s insider list, disclosure and adjournment of insider information, and reporting the business activities of the company management and related entities.
The insider guidelines are based on Finnish and European rules and regulations. The most important regulations concerning insider management include the Market Abuse Regulation (596/2014/EU, “MAR”), the European Commission’s level 2 regulations under MAR and European Securities and Markets Authority’s (ESMA) standards related to MAR, the Securities Markets Act (746/2012, amended), the Penal Code of Finland (39/1889, amended) and the insider guidelines of Nasdaq Helsinki Oy.
The company follows the aforementioned rules and regulations, guidelines issued by the Financial Supervisory Authority and ESMA, and the rules of Nasdaq Helsinki in its insider guidelines and management. In addition, the company complies with the disclosure policy approved by the company’s Board of Directors.
Prohibition to use and disclose insider information
The misuse and illegal disclosure of insider information is prohibited. A person in possession of insider information is not allowed to:
- engage or attempt to engage in insider dealing;
- recommend another person to engage in insider dealing or persuade another person to engage in insider dealing; or
- disclose insider information illegally
Insider dealing refers to a situation where:
- a person in possession of insider information uses the information by acquiring or entrusting financial instruments pertaining to the piece of information in question directly or indirectly on one’s own or a third party’s behalf; or
- a person uses insider information by cancelling or making changes to a commission concerning a financial instrument pertaining to the piece of information in question, if the commission was made before the person was in possession of the piece of insider information in question.
Insider list, disclosure and adjournment of insider information
The company maintains a list of employees and service providers who have access to insider information. The company has a permanent insider list of permanent insiders. A project-specific insider list is kept for individual pieces of insider information. The company may have more than one project-specific insider list at a time.
In all situations requiring information of the public, the company is obliged to determine whether the project or other event concerned generates insider information. If the company concludes that insider information has been generated, the company must determine whether it is obliged to disclose the piece of information immediately or are there regulatory grounds for adjourning the disclosure, in which case a project-specific insider list is drawn up immediately.
As an issuer, the company is obliged to disclose insider information concerning the company or its financial instruments as quickly as possible. The information is published by stock exchange release.
If insider information is related to a matter under preparation or it is otherwise not ready for publication, the company may delay the disclosure of information on its own account if the following conditions are fulfilled:
- the immediate release of insider information would likely compromise the company’s legitimate interests
- the adjournment would not likely mislead the public
- the company is able to guarantee the confidentiality of the information
After the adjournment decision, the company must ensure that all the conditions for adjournment are met for the entire duration of the adjournment procedure, i.e. until the insider information has been published or the project in question has fallen through. The person in charge of insider issues at the company monitors the fulfilment of the conditions for adjournment.
Reporting the business activities of the management and related entities (MAR)
Persons in a managerial position in the company and their immediate circle must inform the company and Financial Supervisory Authority of any business transactions concerning the company’s shares, debt instruments, other financial instruments or derivatives thereof carried out for their own account.
According to the Market Abuse Regulation, persons in a managerial position and their immediate circle must submit reports on their business transactions to the company and Financial Supervisory Authority without delay but no later than three (3) working days after the transaction. The company is obliged to publish the information by stock exchange release without delay. The company publishes and stores all reports on its website for at least five (5) years.
In order to allow the company enough time to publish stock exchange releases concerning business transactions, persons in a managerial position and their immediate circle should report the transactions to the company without delay but no later than within three (3) working days. The company is obliged to publish the information within two (2) working days of having received the information. Persons in a managerial position and their immediate circle are encouraged to give a notice of future transactions before they are carried out, if possible.
Transactions are reported to the Financial Supervisory Authority through the online service and to the company by email at email@example.com.
Log in to the Financial Supervisory Authority’s online service at https://asiointi.finanssivalvonta.fi/en/login
You can find the general and service-specific user instructions at https://www.finanssivalvonta.fi/en/about-the-fin-fsa/financial-supervisory-authority-e-services/.
Persons in a managerial position are not allowed to carry out, on their own or a third party’s account directly or indirectly, any transactions relating to the company’s shares or other financial instruments during the closed period of 30 days before the announcement of an interim financial report or a financial statement bulletin, including the date of release.
The company has extended the prohibition of trading during the closed period to employees other than persons in a managerial position and other persons who may have access to the company’s interim financial report or financial statement bulletin due to their position or duties before their release.
Management of insider issues
The company monitors the trading of its insiders, persons in a managerial position and their immediate circle, and the employees subject to the prohibition of trading during the closed period. The company audits the insider list information.
The company uses a whistleblowing channel, through which company employees may file a report if they have reason to suspect that a person in service of the company has violated securities market legislation and regulations.