RISK | Insiderpolicy ENGELSKA | Inside Policy [35]

RISK | Insiderpolicy ENG

Här finns Insiderpolicyn på engelska. Den är en bilaga till Informationspolicyn som också finns på engelska, se avsnitt Informationspolicy på engelska.

Markera texten nedan och “kopiera”, gå sedan till ditt word-dokument eller google-dokument och klistra in. Ändra “the Company” till ditt bolagsnamn.

EXAMPLE © ROPA management AB                                                        


The company’s information policy has been adopted by the Board and is an important tool in our pursuit of continuing to build a growing, profitable and sustainable company. The purpose of the policy is to establish guidelines for communication, both internally and externally. This Insider Policy is an attachment to the Information Policy and covers all employees, management and board.


  • Transactions, purchases and sales of financial instruments such as shares and securities in the Company may not take place 30 days before the financial report. Date of the Company’s financial reports can be found on the Company’s website.
  • Purchases and sales of financial instruments such as shares and securities in the Company shall be done in accordance with the EU Market Abuse Regulation, (MAR). The legislation aims to ensure the integrity of financial markets and improve investor protection and trust in the marketplace.
  • The company has a list of Persons Discharging Managerial Responsibilities (PDMRs) senior executives with related persons who have insider positions in the Company. Insider persons and related persons shall report ownership changes to the Financial Supervisory Authority in accordance with MAR.
  • The Company has detailed instructions for managing Insider Information.

Roles and responsibilities

The CEO is primarily responsible for the Company’s inside information. Insider information is managed exclusively at the management level of the CEO and CFO, see → Information Policy.

Insider Information (MAR)

Insider information refers to information of a specific nature that has not been disclosed, which relates directly or indirectly to the Company or a financial instrument issued by or linked to the Company and which, if publicly, would likely have a significant impact on the price of the Company’s share or financial instrument. Examples of what may be insider information: Financial reports, orders and investment decisions, cooperation agreements or other significant agreements, purchase and sale of companies, credit or customer losses, financial difficulties, information relating to subsidiaries and associated companies,   material change in earnings or financial position. → See Information Policy

Person Discharging Managerial Responsibilities (PDMR)

The company has a list of persons discharging managerial responsibilities (PDMR) such as senior management, board of directors and related parties. Persons discharging managerial responsibilities are obliged to inform insiders, i.e. related parties, about the insider positions and to report their own and related parties’ transactions as insider trading at Finansinspektionen, see template in the ANNEX.

Persons Discharging Managerial Responsibilities (PDMR) should inform the CEO and / or CFO and obtain approval prior to transaction in the Company’s shares or securities. → Information policy.

Exceptions and special situations

In certain situations, the Company may allow transactions in the Company’s shares or securities to be executed, for example, at the time of implementation and subscription of incentive programs. Possible exceptions presuppose that the person has no access to inside information.

Delayed publication of inside information (MAR)

The starting point is that the Company is required to publish inside information as soon as possible. Under certain circumstances, however, the Company may postpone such disclosure. The Company may postpone immediate disclosure of inside information only if all three of the following conditions are met:

  • An immediate publication would likely damage the Company’s legitimate interests
  • a delay of disclosure does not mislead the public, and
  • The company can ensure that the information remains confidential.

Documentation postponed disclosure and logbook

The company shall document decisions regarding postponed disclosure of inside information according to the decision form. Persons that have access to Insider Information should be notified and confirm that they have received Insider Information notice, see templates in the ANNEX.

For financial reports, they must be treated as deferred disclosure of inside information [MAR].

Disclosure of inside information

Press release with publication of inside information shall contain the information text:

“This information is such information as the Company is obliged to disclose under the EU Market Abuse Regulation. The information was provided, through the above-mentioned contact person for publication on the xx month 201X at. . “

Information to the Swedish Financial Supervisory Authority regarding postponed publication

The Company shall inform Finansinspektionen that the Company has published inside information that has been subject to postponed disclosure.


This should be done by encrypted email to Finansinspektionen on

Address: finansinspektionen@fi.se

Heading: Article 17 The company AB (publ)

Message: This email is from Company AB. The undersigned sends this message as (role, eg CFO) on Company AB.

The company has published inside information that has been subject to postponed disclosure. This has been done through a press release with the SUBJECT, which was published by (DISTRIBUTOR, eg Cision) at. XX the xx month 20XX. The press release is available on Bolaget AB’s website.

The decision to postpone disclosure of inside information was taken at. XX the xx month 20XX. The persons responsible for postponing the disclosure of inside information were: CEO / CFO, Name.



© ROPA management AB | 2018 updated November 2018


TEMPLATE | Person discharging managerial responsibilites (PDMR)

The following persons have been informed that they are persons discharging managerial responsibilities within the company and their obligations under Article 19.

The PDMRs’ in turn, have an obligation to notify their relatives of their obligations under Article 19, and to retain a written copy of this notification.

List of all PDMRs in the company and to related persons:

       First name


       Personal ID number



       Other phone numbers

       Private postal address

       Company and address

       Function and reason for inside information

       Related persons covered

       First name


       Personal ID number

       Private postal address

TEMPLATE | Notice of inclusion in logbook

COMPANY – Project XXX – Log – Insider MAR

You must confirm receipt of the information below by responding to this email. By confirming the receipt, you acknowledge that you are aware of the legal obligations listed below and the sanctions applicable to insider dealing and illegal disclosure of inside information.

You have been submitted to BOLAGET AB (“Board”) insider list (logbook) regarding Persons Discharging Managerial Responsibilities (PDMR) who have access to inside information relating to the Company. The reason for this is your access to information about Project XXX.

When you have access to inside information, you may not, directly or indirectly, acquire or sell financial instruments to which this information relates (insider trading), on your own or on behalf of others. You may not divulge inside information to another person except in the case of clearing as a normal part of the service, business or duties. Anyone who is guilty of insider breach or unauthorized disclosure of inside information may be sentenced to fines or imprisonment. Unauthorized action may alternatively lead to an obligation to pay a penalty.

The list includes personal and contact information regarding persons who have access to inside information, and the reason that the person has received the information as well as the date and time the person was given access to the information. The company’s obligation to keep a logbook follows from the EU Market Abuse Regulation.

The list contains no data in addition to what is required by the Market Abuse Regulation and the associated Implementing Regulation. The Company AB is responsible under the Data Protection Ordinance, GDPR.

The Company is obliged to submit the list to Finansinspektionen on request and may also issue the list to other authorities or bodies investigating suspected violations of the rules of the Market Abuse Regulation relating to the Company’s shares or other financial instruments. The list will not be used for any purpose other than those contained in the Market Abuse Regulation and the associated Implementing Regulation. You are entitled to obtain an extract with the information contained in the list regarding yourself and the Company must correct incorrect, incomplete or misleading information upon request.

If you have any questions regarding the above, please feel free to contact XXXX

PS Confirm that you have received this email.


TEMPLATE | Documentation postponed disclosure

TEMPLATE | Documentation postponed disclosure | BOLAGET AB | MAR Project XXX

Insider Issue:

1   The decision to postpone publication

a)     Date of first insider information at the Company Date and time project Name
b)     The time when the decision was taken to postpone disclosure of inside information Date and time, usually the same as above project Name
c)     Time when the Company estimates that the inside information will be published Usually when the project ends.

For financial reports, date of report.

d)     Reason for prolongation of initial suspension period (if applicable)

2   Persons responsible for having made the decision to postpone the disclosure and the decision of the start of the postponement and its probable end

3   Persons responsible for ensuring the ongoing control of the conditions for postponement

4   Person responsible for making decisions to disclose inside information

5   Person responsible for providing information and written declaration to Finansinspektionen

6   Justification for the initial fulfillment of the terms of article 17.4 Market Abuse Regulation

a)     Justification / Proof that immediate disclosure would likely harm the Company’s legitimate interests (Ongoing negotiations whose output or normal dynamics would be harmed by publication)
b)     Justification / Evidence that a postponement does not mislead the public (No decision has been made, a postponed publication does not mislead the public)
c)     Justification / Proof that the Company can ensure that the information remains confidential (Insider list has been established and logbook is taken)

7   Description of obstacles and systems to ensure the confidentiality of inside information

a)     Description of the information barriers established to prevent access to inside information for persons other than those who need it as a normal part in the performance of their duties, activities or duties with the Company (Usually all persons with inside information have been notified and confirmed to the Company that they have been informed of inside information and MAR.)
b)     Description of the systems established to publish relevant inside information as soon as possible when confidentiality is no longer guaranteed. (A draft on leakage release how written)



 Date and time when the logbook was created and when inside information was found:

 Date when Finansinspektionen was announced:

 Alternate date when it was found that inside information is no longer available and the logbook closes:


       First name





       Other phone numbers

       Private postal address

       Company and address

       Function and reason for inside information

       Date when the person received inside information