Managers’ transactions and the closed period
Obligation to notify transactions
An issuer’s managers and persons closely associated with them are obliged to notify the issuer and the FIN-FSA of their transactions relating to said issuer’s shares, debt instruments, derivatives or other financial instruments (Market Abuse Regulation, MAR, Article 19). The European Commission’s Delegated Regulation contains examples of the types of notifiable transactions.
Commission Delegated Regulation
Commission Delegated Regulation (EU) 2016/522 – an exemption for certain third countries public bodies and central banks, the indicators of market manipulation, the disclosure thresholds, the competent authority for notifications of delays, the permission for trading during closed periods and types of notifiable managers’ transactions (pdf)
To whom does the notification obligation apply?
The obligation to notify transactions applies to managers (persons discharging managerial responsibilities) and persons closely associated with them.
Person discharging managerial responsibilities
A person discharging managerial responsibilities is defined in Article 3(1)(25) of MAR. According to the definition, you are a person discharging managerial responsibilities if you are, within an issuer, a person who is:
a) a member of the administrative, management or supervisory body of that entity
b) a senior executive who is not a member of the bodies referred to in point (a), who has regular access to inside information relating directly or indirectly to that entity and power to take managerial decisions affecting the future developments and business prospects of that entity.
Person closely associated with a person discharging managerial responsibilities
A person closely associated with a person discharging managerial responsibilities is defined in Article 3(1)(26) of MAR. According to the definition, you are such a closely associated person if you are one of the following:
a) a spouse, or a partner considered to be equivalent to a spouse in accordance with national law
b) a dependent child
c) a relative who has shared the same household for at least one year on the date of the transaction concerned
d) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person discharging managerial responsibilities or by a person referred to in point (a), (b) or (c), which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person.
ESMA Q&A interpretation on closely associated persons
The Q&A interpretation of the European Securities and Markets Authority (ESMA) defines what is meant by the discharging of managerial responsibilities of a closely associated person. The reference is made in Article 3(1)(26)(d) of MAR.
Persons discharging managerial responsibilities or closely associated natural persons of such managers discharge managerial responsibilities of a closely associated person if they take part in or influence the decisions of another closely associated person to carry out transactions in financial instruments of the issuer.
The FIN-FSA has discussed the Q&A interpretation in a webinar (video) (in Finnish)
Threshold for notifying transactions
The obligation to notify transactions applies to all transactions after a total amount of EUR 5,000 has been reached within a calendar year. Calculate the threshold by adding without netting all transactions referred to in Article 19(1) of MAR conducted within a calendar year.
Issuer’s notification to persons discharging managerial responsibilities
Notify the persons discharging managerial responsibilities of their obligations under Article 19 of MAR in writing and draw up a list of all persons discharging managerial responsibilities and persons closely associated with them.
Notification of person discharging managerial responsibilities to persons closely associated with them
Notify persons associated with you of their obligations under Article 19 of MAR in writing and keep a copy of the notification.
Notification of transactions by persons discharging managerial responsibilities and persons closely associated with them
Notify transactions to the issuer and the FIN-FSA. Alternatively, you can authorise the issuer or any other party to submit notifications to the FIN-FSA.
Notification of transactions to the FIN-FSA
Transactions will be notified to the Financial Supervisory Authority (FIN-FSA) via electronic services. You can log in to the electronic services at https://asiointi.finanssivalvonta.fi/. General and service-specific instructions for using electronic services can be found here (in Finnish).
The document Johtohenkilöiden liiketoimien ilmoitusesimerkkejä (in Finnish, pdf) contains examples of reporting managers’ transactions, based on the most frequently asked questions
An issuer must publicly disclose information on transactions by its managers and persons closely associated with them
Disclose transactions of managers and persons closely associated with them promptly and no later than two business days after receipt of notification of those transactions from a manager or a person closely associated with them.
The public disclosure of transactions must be done in a manner similar to a stock exchange release. In formulating the announcement, you can make use of data submitted to the FIN-FSA in reporting templates.
Submit the information to be publicly disclosed to the message storage facility maintained by Nasdaq Helsinki Ltd. Use the message category “Managers’ transactions” in disclosing the transactions”.
Maintain the public disclosures of transactions available on your website for five (5) years.
Persons discharging managerial responsibilities within an issuer are subject to a closed period of 30 days before the announcement of an interim financial report or a year-end report.
During this period, persons discharging managerial responsibilities are prohibited from conducting any transactions on their own account or for the account of a third party, directly or indirectly, relating to the issuer’s financial instruments.
Notification form in PDF format