Here we gather questions and answers to help you in working with InsiderLog, both regarding the system itself but also generally about MAR and inside information. If your question relates to the regulation as such we recommend that you first turn to the information that is available at the website of the Financial Supervisory Authority. If you can’t find your answer on these links or below, please contact support@insiderlog.com.
Here you can find answers to general questions about the regulation as such.
The never ending question. According to article 7 MAR, inside information shall comprise
“information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments”.
It is important to distinguish between such information that is secret and information that can be considered as price-sensitive information. Information is likely to have a significant effect on the prices if a “reasonable investor” would be likely to use it as part of the basis of its investment decisions. Unfortunately, there are no official limits or benchmarks saying that the share price must be expected to increase by X% or that the order must be of Y% of the turnover, rather, what constitutes inside information must be evaluated on a case-by-case basis. In evaluating what may constitute inside information, the following factors may be considered:
(i) the expected extent or importance of the decision, fact or circumstance compared to the company’s activities as whole;
(ii) the relevance of the information as regards the main determinants of the price of the company’s financial instruments; or
(iii) all other market variables that may affect the price of the financial instruments.
Read more in Nasdaq Guidelines, especially paragraphs 1.1, 1.7 and 1.18.
According to article 18 MAR, the company shall draw up a list (a so-called insider list) of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, such as advisers, accountants or credit rating agencies.
The insider list shall be drawn up without delay when the inside information has been identified and then updated promptly when there is a change in the list, i.e. when a new insider is added. Each update shall specify the date and time when the change triggering the update occurred.
The principle, as laid down in article 17 MAR, is that the company shall disclose inside information to the public as soon as possible. According to article 17.4 MAR, the company may delay such disclosure provided that all of the following three conditions are met:
(i) immediate disclosure is likely to prejudice the legitimate interests of the company;
(ii) delay of disclosure is not likely to mislead the public; and
(iii) the company is able to ensure the confidentiality of that information.
Where disclosure of inside information has been delayed the company shall inform the competent authority (Finansinspektionen in Sweden) that disclosure of the information was delayed immediately after the information is disclosed to the public.
“Persons discharging managerial responsibilities” (PDMR) were previously called “insiders”. This is the Board of Directors, CEO and additional persons in the management team provided that they have regular access to inside information and power to take managerial decisions affecting the future developments and business prospects.
Person discharging managerial responsibilities means therefore a person who has a special position within the company and has nothing to do with what information one actually has access to in each particular case.
According to article 19 MAR, these persons, and the persons closely associated with them, must notify the company as well as the competent authority (Finansinspektionen in Sweden) of their transactions in the company. The persons discharging managerial responsibilities, but not the persons closely associated with them, are also prohibited from trading 30 days before the announcement of an interim financial report or a year-end report.
According to article 2.2 of the Implementing Regulation, “permanent insiders” are individuals who have access at all times to all inside information within the company.
These persons may be included in the company’s permanent insider list. However, please be advised that this list should only be used in a limited way and only include those persons who always (!) have access to all (!) inside information in the company and who always get it simultaneously at the very moment when the information is identified. Our advice is to not use the permanent insider list, as it is not mandatory and causes more confusion than it helps. Include these persons in each event-based insider list instead.
Below are answers to questions about InsiderLog and its functions.
According to MAR, all times must be entered in the UTC time zone, which is Swedish time -2 hours (daylight saving time) and -1 hour (standard time). The idea to increase the transparency and make it easier to follow the chronology even when you talk about people and events in different time zones.
If an insider received information at 14:45 Swedish Daylight Saving Time, please enter 12:45. If you try to enter the current Swedish time, the system protests as this is two hours into the future according to UTC.
There is a new section called Email Templates under Settings. Hereinunder you to edit the email templates for the automatic emails. Choose the template you wish to edit and do not forget to go “Save template” to save the changes before you leave the page.
Please note that sections with {tags}, i.e. {companyName}, are sections in the template where the system automatically collects the content. For example, the template “New insider” contains the text “The reason for this is that you have access to information regarding {insiderListTitle}”. At each mailing, the {insiderListTitle} tag will automatically be replaced with the title of your insider list. Our advise is to be careful when editing these sections.
If you wish to go back to a default template, use the “Reset template”-button.
There is a new section called Groups under Settings. This allows you to set different authorisation levels for your admins, so that some admins only sees some insider lists.
Main Admins can create, view and edit insider lists in all groups as well as create new groups and admins. Group specific admins can only create, view and edit insider lists within their own group.
For example a main admin could click Settings and create a new group called Finance. From the Start page it can then add the company’s CFO as admin and add him/her to this new group. He/she will then only be able to see insider lists that a main admin has marked as belonging to Finance, or that have been created by an admin in Finance.
By default, all your current admins are main admins. This can be edited by first creating a new group and then clicking the admin’s name from the Start page and allocating them to the new group.
Also by default, all your current logbooks are under the Main group which can be seen by all admins. This can be edited by clicking Edit in the relevant logbook and allocating it to a new group.
An insider who does not confirm that they have received and understood the notification and submitted their personal data will be reminded for the first time at 10.00 am (Swedish winter time) or 11.00 am (Swedish summer time) two days after they first received the information, and then at 10.00/11.00 am every day until they confirm.
If you need to edit personal data about an insider, you go to the insider list where the insider is entered, open that insider list and then look up the person in the list of insiders and click “Edit”.
If you need to edit information about the actual insider list, i.e. the date or time when the information was identified or any other questions about the decision to delay disclosure, you open the insider list you want to edit and go “Edit” in the upper right corner of the open insider list.
The company is required to “take all reasonable steps to ensure that a person on the insider list acknowledges in writing the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information”. There is no clarification of what “take all reasonable steps” means, however we estimate that reminders every 24 hours are sufficient enough for the company to meet the requirements in this regard.
Below we describe how you can trouble shoot and fix technical issues. If you can’t find the answer to your question below, please contact support@insiderlog.com
We all have the need to double-check sometimes, start double-checking the settings (such as password, smpt-server, etc and look for misspellings) under Settings. When you have ensured yourself that you have entered the correct data in the right box, click “Test” and see if you receive an email. The email should be sent to the email you have set as your username to sign in into InsiderLog.
If this works, but other emails fail to deliver you should ask the recipient to check their spam folder.
If the problem persists, sign in to Amazon and reboot the instance. For information on how to do this, see below ‘Restart the Amazon instance’.
If you use Gmail as your outgoing mail server you may need to change the settings with Gmail. Read more about this at: https://support.google.com/accounts/answer/6010255
Check one of the following:
Have you accessed and signed in to InsiderLog by typing the IP address (that is, yourcompany.insiderlog.com) directly in the browser? If you use a saved link, a favourite or a bookmark to access the website you can sometimes get to an old IP address and therefore sign in to an older version of InsiderLog. Try to sign in again by typing the IP address directly in the browser.
A new insider list cannot have the exact same name as an earlier insider list.
It is not possible to enter a time in the future, remember UTC. Read more about the UTC time zone under “What is this UTC-requirement?”
Have you filled out the entire form and entered both Title, Description and Responsible Person? Have you replied to all of the questions about delayed disclosure?
If the problem persists, sign in to Amazon and reboot the instance. For information on how to do this, see below ‘Restart the Amazon instance’.
Check one of the following:
Have you accessed and signed in to InsiderLog by typing the IP address (that is, yourcompany.insiderlog.com) directly in the browser? If you use a saved link, a favourite or a bookmark to access the website you can sometimes get to an old IP address and therefore sign in to an older version of InsiderLog. Try to sign in again by typing the IP address directly in the browser.
It is not possible to enter a time in the future, remember UTC. Read more about the UTC time zone under “What is this UTC-requirement?”
Is the persons already an insider? Either already listed in the current insider list or in the list of permanent insiders?
If the problem persists, sign in to Amazon and reboot the instance. For information on how to do this, see below ‘Restart the Amazon instance’.
Some customers have settings in their IT environment that prevents InsiderLog from connecting to the mail server and sending email notifications, reminders, etc. The email function is essential and such restrictions may cause the system to malfunction. The solution is often that the customer’s IT-personnel creates an exception in the settings for the IP address which InsiderLog has at Amazon (where the system is installed).
This IP address may however change in some situations, even if it is not the common case, which could cause problems if the customer entered an exception for a particular IP address. To avoid such problems, you should create what they call “an Elastic IP” for your server instance running InsiderLog via the AWS console.
Read more at:
http://docs.aws.amazon.com/AWSEC2/latest/UserGuide/using-instance-addressing.html
http://docs.aws.amazon.com/AWSEC2/latest/UserGuide/elastic-ip-addresses-eip.html#eip-basics
Sign in to aws.amazon.com, click on “EC2”. In the left margin, click on “Elastic IPs” and select Allocate to create a new address. Then right-click on it and associate it with your instance running InsiderLog.
NOTE! This will give your instance a new Public DNS, which means that we need to redirect your domain (yourcompany.insiderlog.com) so the domain answers to the right instance. You must therefore send the instance’s new Public DNS to us via support@insiderlog.com.
If none of the previous suggested solutions did work, we recommend you to re-start (reboot) your Amazon instance.
Go to https://aws.amazon.com and go “Sign In to the Console” in the top right corner.
Click “Services” in the main panel and then “EC2”.
Click “Instances” under “INSTANCES” in the left panel.
Right-click on your instance, choose Instance State and –> Reboot.
Wait for a couple of minutes. Then sign in to InsiderLog to see if the problem is solved.