Issuers or any persons acting on their behalf or on their account, are to draw up and promptly update a list of insiders (‘LOI’) who have access to inside information and who are working for them under a contract of employment or otherwise performing tasks which they gain access to inside information. LOIs assist the MFSA in monitoring insider trading, whilst also assist issuers in controlling the flow of inside information, thus, preventing persons with access to inside information from using it for their own gain or for the gain of others. LOIs are to be provided to the MFSA upon request. MAR provides that subject to certain conditions, issuers whose financial instruments are admitted on a small-to-medium enterprise (‘SME’) growth market shall be exempt from drawing up an LOI.
LOIs should provide information including, inter alia, the identity of the persons with inside information, the reason for their inclusion in the list, what information these individuals are privy to, as well as the date and time that such persons have obtained access to said information.
LOIs are to be kept for a minimum period of five years, in electronic format as per Template 1 of Annex I of the Implementing Regulation. LOIs must be set up in a manner that ensures that the information is confidential in the sense that access to the insider list is restricted to specified persons which require such access due to their role. Furthermore, LOIs must ensure that the data stored is accurate, whilst also allowing for access to and the retrieval of previous versions of the data stored. Persons privy to inside information are to acknowledge, in writing, the legal and regulatory duties entitled in having access to such data as well as to be aware of the penalties applicable to insider dealing and unlawful disclosure of inside information in accordance with MAR.
Companies should ensure communication and training programmes are provided to any existing or future employees who have access to inside information.
For more detailed information on the above, refer to MFSA’s Circular which can be accessed here.