Insider management
Suominen complies with the EU Market Abuse Regulation (“MAR”), the Finnish Securities Markets Act, the decisions, regulations, guidelines and standards issued by the Finnish Ministry of Finance and the Financial Supervisory Authority, the rules of Nasdaq Helsinki Ltd as well as the Guidelines for Insiders issued by Helsinki Exchange in force at any given time. In addition, the Board of Directors has approved and regularly reviews Suominen’s Insider Policy, which informs the governing bodies and employees of Suominen and its Group companies of the regulations in force pertaining to insider trading.
Management transactions
Suominen has in accordance with MAR determined that members of the Board of Directors, the CEO and other members of the Executive Management Team (collectively “Directors”) and their closely related persons have the duty to notify Suominen and the Finnish Financial Supervisory Authority of transactions made by them or on their behalf on Suominen’s financial instruments. Suominen maintains a list of the company’s Directors and their closely associated persons and publishes the transactions notified to it as stock exchange releases.
Stock exchange releases on the transaction notifications of Directors and their closely associated persons can be found on Suominen’s website in the Newsroom.
Closed period
Suominen observes a closed period which begins 30 calendar days before the publication of an interim report, half-year report or financial statements release and ends at the end of the day of publication of such report or release. During the closed period, Directors and certain other Suominen employees that are involved in the preparation of financial reports or otherwise have access to sensitive financial information of Suominen (“Core Persons”) may not trade or conduct transactions on their account or for the account of another, directly or indirectly, relating to a financial instrument of the company. The timing of closed periods can be found on Suominen’s website in the IR calendar.
During a closed period, trading with Suominen’s financial instruments by Directors and Core Persons is allowed only in certain exceptional situations. An exception can only be applied where the Director or Core Person can show that the transaction cannot be conducted at some other point in time than during the closed period, and the Director or Core Person is not in possession of inside information. Any exception to the trading restriction during the closed period requires prior approval by the company for the transaction in question.
Trading by Directors and Core Persons
Directors and Core Persons must, in addition to abiding by the trading restriction during the closed period, time their trading so that it does not weaken the general trust in the securities market. Suominen recommends that Directors and Core Persons make long-term investments in the company’s shares and other financial instruments. It is also recommended to time the trading to a point in time when the market has as complete knowledge as possible on the factors affecting the value of the share or the financial instrument.
Monitoring and control
The Insider Officer of Suominen is the company’s Chief Financial Officer. The Insider Officer is responsible for administration of the company’s insider matters.
Without limiting the obligations arising from MAR, the Securities Markets Act or other applicable regulations, the company’s insider administration is responsible for internal communications and training concerning insider issues, preparing and maintaining lists of Directors and their closely associated persons and Core Persons, receiving notifications concerning the transactions of Directors and their closely associated persons and publishing the related stock exchange releases, preparing and maintaining project-specific insider lists, and monitoring insider matters.
Updated on March 14, 2024