Insider administration
Insiders Management - from 03.07.2016
The company follows Nasdaq Helsinki Oy’s Insider Guidelines. The Insider Guidelines are known to insiders and changes are notified to the insiders. The Company expects that all of its insiders act as required.
The Company is both project-specific and has a permanent insiders register, and in addition, keeps a register of the discloser obligations of management, and of those close to them. The company's insider register is maintained by Euro Clear Finland Oy in its SIRE system. The company's insider officer is the financial manager, who is responsible for maintaining the registers in the SIRE system in terms of the maintenance required by the company. The insiders are sent an extract from the insider's register for inspection at regular intervals. Insider lists are kept for five years after their creation or updating.
In the project, an event-specific insider list is entered of all the persons who have inside information related to a project or an event, except for insiders within the permanent company register. The CEO is responsible for establishing and terminating project-specific insiders. A project is defined as a confidential report prepared by the listed company, a uniquely identifiable package of measures or arrangements, which in the company's view is the insider information. The listed company can make a decision for postponement of this disclosure. Separate internal guidelines have been drawn up for the disclosure of inside information and the postponement of the disclosure.
The permanent company-specific insiders include persons who, due to their duties, regularly receive inside information such as the company's accountants, members of the Nomination Committee, the auditor and the potential secretaries of the members of the Board of Directors. The Board of Directors approves at the meetings, from the presentation of the financial manager, the company-specific insiders. The management register of the persons with the obligation of the disclosure include the Board members, the CEO and the other executive board members and their close associates. When selling or buying the company's shares, the insiders of the company shall request the assessment of the existence of possible insider information from the company’s Insider Officer. Kesla Oyj's insiders are recommending only long-term, more than six months, investments in the company's shares. A shorter trade is only allowed with the permission of the company’s Insider Officer. Insiders may not trade thirty (30) days before the publication of financial statements and interim reports (closed window).
The Market Abuse Regulation (MAR) Article 19 obligates the issuer's senior executives, and their entourage, to inform the issuer and the Financial Supervisory Authority of their transactions with the issuer's shares, debt investment instruments, derivatives or other financial instruments. The obligation of disclosure of transactions is targeted to all the transactions after the total amount of EUR 5,000 has been reached during the calendar year.
Kesla Oyj discloses the information on the transactions of its management or their related parties without delay and no later than three (3) working days of the transaction in a stock exchange release. The company was transferred to the book-entry system during 1998. Insider Guidelines have been introduced on 01.03.2000 and last updated on 30.6.2016.