CapMan follows EU’s Market Abuse Regulations (MAR) that entered into force on 3 July 2016 and the guidelines for insiders issued by Nasdaq Helsinki. CapMan has supplemented the general guidelines with its own set of internal insider guidelines, which are stricter in some areas. The Group’s Compliance Officer is responsible for insider issues.
CapMan has not maintained a permanent company-specific insider register after the Market Abuse Regulation (596/2014) that came into force on 3 July 2016. The information contained in the public insider register on 2 July 2016 is available on the company’s webpage until 3 July 2017. CapMan maintains project-specific insider lists for the projects which may have a significant effect on the prices of the financial instruments issued by CapMan. These project-specific insider lists will be drafted and maintained in accordance with the Market Abuse Regulation and the internal policies.
As of 3 July 2016, CapMan has published a release regarding the transactions by managers and their closely associated persons with the financial instruments issued by CapMan in case the total value of all transactions exceeds EUR 5000 within a calendar year. The total owning of CapMan’s shares and share-based rights of each manager will be published as a part of the Annual Report as required in the CG Code. CapMan maintains a non-public listing of the managers and their closely associated persons. CapMan has determined the members of the Board of Directors and the Management Group (including the CEO) as managers defined in the Market Abuse Regulation.
The members of the Board of Directors and the Management Group and the employees of CapMan Group are not permitted to trade CapMan’s shares and share-based rights without a pre-approval of the person responsible for insider management (the Compliance Officer). Trading by the aforementioned personnel is completely forbidden in the 30-day period prior to publication of the company’s financial results.
Notification requirements of managers and their closely associated persons
The requirement to maintain public insider registers ceased as MAR entered into force. The information of CapMan’s public insider register until 2 July 2016 is available on CapMan’s website until 3 July 2017. As of 3 July 2016, CapMan discloses the transactions in CapMan’s financial instruments of persons discharging managerial responsibilities and their closely associated persons in line with MAR to the extent the value of the transactions exceed in aggregate EUR 5,000 during a calendar year. The total shareholdings will be published as part of the year end reporting pursuant to the Finnish Corporate Governance Code. The company maintains a list of persons discharging managerial responsibilities at CapMan and their closely associated persons. The list is not public. In accordance with MAR, CapMan has defined this group to include members of its Board of Directors and Management Group (including the CEO).
Trading and closed period
CapMan’s managers (as described above) or employees are not permitted to execute transactions in financial instruments issued by the company for a closed period of at least 30 calendar days prior to the publication of CapMan’s financial statements or interim reports. The publication dates are announced annually over a stock exchange release. CapMan’s managers are further not allowed to execute transactions using the company’s financial instruments without the permission of the person responsible for insider issues. In addition, any persons holding inside information relating to CapMan may not trade in CapMan’s financial instruments. CapMan’s managers and employees have been instructed to inform their closely associated persons regarding trading restrictions applicable to them without disclosing any insider information in the process.
As of 3 July 2016, CapMan no-longer maintains a permanent insider register. All persons holding inside information are included in project-specific insider lists, which are established in accordance with MAR and internal company guidelines following a decision to suspend the disclosure of inside information
Monitoring and training
The Group’s legal team monitors adherence to insider guidelines in line with Nasdaq Helsinki rules and reminds employees of trading restrictions, maintains insider lists and arranges internal training for employees regarding insider issues and disclosure responsibilities of listed companies.
Holdings of persons discharging managerial responsibilities on 2 July 2016
The information set out in the table below represents the shareholdings of the persons listed, i.e. former public insiders, on 2 July 2016. Pursuant to the entry into force of MAR, the way in which the ownership information of the persons discharging managerial responsibilities at CapMan is disclosed has changed as of 3 July 2016. This table will be kept public on CapMan’s website until 3 July 2017 and thereafter stored with the company for the following four years.