In insider matters, Remedy Entertainment Plc complies with the laws of Finland, more specifically the Securities Markets Act and the Criminal Code as well as Regulation (EU) No. 596/2014 of the European Parliament and of the Council on market abuse (“MAR”), its complementary rules and regulations and the insider guidelines of Nasdaq Helsinki Ltd.
The company has prepared insider and trading guidelines in accordance with the rules and guidelines of Nasdaq Helsinki, and they include the company’s instructions and procedures relating to inside information and trading in the company’s financial instruments. If there are any discrepancies between the insider guidelines and the applicable regulations, the applicable legislation and the associated regulations will take precedence. This page includes certain key sections from Remedy Entertainment’s insider guidelines.
Insider regulation applies to all persons who have access to or possess inside information. The company’s insider guidelines apply to the company’s Board of Directors, management and all persons employed by the company who have access to inside information regardless of whether the person in question has been added to an insider list, or how or from whom the person has received the information. In addition, the guidelines apply to persons who act on behalf or for the account of the company, when they perform tasks through which they have access to inside information.
Insiders And Insider Lists
The company (or a person acting on behalf or for the account of the company) is obligated to prepare and maintain a list of all persons who have access to inside information and who work for the company under an employment contract or who otherwise perform tasks through which they have access to inside information (such as counsels, accountants and credit rating agencies).
The MAR does not separate permanent insiders and project-specific insiders. The maintenance of a separate register concerning permanent insiders is subject to the company’s decision. The company has decided to draw up a register for permanent insiders. As a result, the company’s insiders can be divided into two groups: permanent insiders and project-specific insiders.
The company’s permanent insiders, who have permanent access to all inside information pertaining to the company on account of their position or job, are:
- the ordinary and deputy members of the company’s Board of Directors;
- the CEO;
- the Core Management Team;
- the members of the extended Executive Team, including managers of the company’s key operations and projects, in addition to the actual Core Management Team, and
- the Inside Information Manager.
A project-specific insider list shall be drawn up when the company has an ongoing project. Project-specific insiders include persons who work for the company under an employment contract or any other agreement and have access to inside information concerning a specified project.
Closed Window And Trading Restrictions
The permanent insiders of the company may not trade or directly or indirectly execute transactions relating to the company’s financial instruments for their own account or for the account of a third party during a period that begins 30 days before the publication of each financial statement bulletin, half-yearly report and business review and ends upon the publication of such bulletin, report or review (closed window).
Persons registered in a project-specific insider list are prohibited from trading in the company’s financial instruments until the expiration or publication of the project.
The MAR obligates the managers of the company and persons closely associated with them to notify to the company and the Financial Supervisory Authority of the transactions conducted with the company’s financial instruments. Hence, the persons closely associated with the managers have an independent obligation to notify of transactions to the company and the Financial Supervisory Authority. The company has prepared a list of all persons discharging managerial responsibilities and of persons closely associated with them.
The persons discharging managerial responsibilities are the Board of Directors, the CEO and the Core Management Team.
The company must publish the information about the transactions with the company’s financial instruments conducted by the managers and persons closely associated with them without delay and no later than two (2) business days after receiving a notification from a manager. The transactions of managers and persons closely associated with them must be published by a stock exchange release.
Governance And Supervision
The company’s Inside Information Manager sees to the compliance with the insider guidelines. The Inside Information Manager is also responsible for managing the insider lists, and the CEO acts as their deputy. In addition, the Inside Information Manager ensures that the insider lists are reviewed annually.