Suominen observes all provisions relating to the regulation of insider information, including the EU Market Abuse Regulation (“MAR”), the Finnish Criminal Code, 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 of the Company has approved an Insider Policy to inform the governing bodies and employees of Suominen and its affiliated companies of the regulations in force pertaining to inside information.
Directors required to submit notifications
Based on the MAR, Suominen no longer maintains a public insider register. Instead, Suominen maintains a list of the Company’s directors and persons closely associated with them. Persons on this list have an obligation to notify Suominen and the Finnish Financial Supervisory Authority of all transactions made with Suominen’s financial instruments by them or on their behalf. Suominen will disclose the notifications it has received as stock exchange releases as soon as possible.
At Suominen Corporation, the members of the Board of Directors, the President & CEO and other members of the Executive Team have been defined as subject to the requirement to report their transactions.
Stock exchange releases on the transaction notifications of directors and persons closely associated with them can be found in the Newsroom.
Suominen observes a closed period beginning 30 calendar days prior to the publication of an interim report, half-year report or financial statements release and ending at the end of the day of publication of such report or release. During this period, members of the Board of Directors and Executive Team as well as other Suominen employees who participate in preparing these financial reports ("Core persons") are not permitted to trade or conduct other transactions relating to Suominen’s shares, debt instruments, derivatives or other financial instruments linked thereto. The timing of upcoming closed periods can be found in the IR calendar.
During a closed period, trading with Suominen’s financial instruments by members of Suominen's Board of Directors or Executive Team or Core persons is possible only in certain very exceptional situations. An example of such an exceptional situation is a transaction conducted by a director or Core person to participate in a share-saving scheme for Suominen employees which is a prerequisite of their position. Any exceptions to the trading restrictions during a closed period require the Company's approval for the transaction in question. An exception cannot be granted if a director or Core person has inside information.
Trading by directors and Core persons
Directors and Core persons must, in addition to abiding by the closed period and other trade restrictions, 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 financial instrument.
Monitoring and control
The Insider Officer of Suominen is the Company’s Chief Financial Officer. The Insider Officer is generally responsible for the 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 management is responsible for internal communications and training concerning insider issues, preparing and maintaining lists of directors and their closely associated persons, lists of Core persons and project-specific insider lists, receiving notifications on transactions of directors and their closely associated persons, forwarding them to the Financial Supervisory Authority (if the director/closely associated person has authorized the Company to do so) and publishing related stock exchange releases, monitoring insider issues, and administering the information to be published on the internet.