Insider policy for Beijer Electronics Group AB (publ), (BEIJER GROUP)
The EU Market Abuse Regulation (MAR) is in force for regulating insider information, insider registers and reporting requirements of share holdings by persons discharging managerial responsibility in listed companies.
Beijer Electronics Group AB’s Board of Directors has adopted this Insider Policy to supplement applicable legislation.
This Policy applies to the Board of Directors and all employees with access to insider information.
All occurrences of what is considered to be insider information must be reported immediately to the BEIJER GROUP Group CFO or CEO. The reporting shall indicate the type of information referred to, the persons who have access to the information and the date and time the persons in question were given access to the information.
Insider information is information of a specific nature that has not been disclosed, which directly or indirectly concerns the BEIJER GROUP or its financial instruments and, if published, is likely to have a material impact on the price of the company's financial instruments. Information that is likely to have a significant impact on price is information that a sensible investor would likely use as part of the basis for his/her investment decision.
Final assessment if information is regarded as insider information is made by the CEO and CFO in association. In case of doubt, the Chairman of the Board and external legal advisers are consulted for a final assessment.
Postponement of publication of insider information
BEIJER GROUP shall inform the external market as soon as possible of insider information that directly affects the company. BEIJER GROUP may postpone the disclosure of insider information at its own risk, provided that certain conditions under the Market Abuse Regulation are met, including that immediate disclosure is likely to harm legitimate interests of the company.
The decision to postpone the publication of insider information, including the determination of when insider information has occured, is made by the CFO and the CEO in association.
Insider register ("Logbook")
If it is decided that the publication of insider information should be postponed, the Investor Relationship Function (“IR function”) shall establish an insider register (“Logbook”) of the persons who have access to the insider information in question.
The responsibility for ensuring that potential insider information is reported to the CFO or CEO lies with the person responsible for the project, case or transaction to which the insider information relates. The case manager must also inform the CFO or IR function as soon as the information - other than through the publication of a press release - ceases to be insider information, so that the BEIJER GROUP logbook can be updated accordingly.
The case manager together with the CFO decides on the persons to be involved in cases where they are provided with insider information. Insider information, like all other sensitive information, must be kept within as small a circle of people as possible and must be treated with special care and caution.
If BEIJER GROUP postpones the disclosure of insider information, in accordance with the Market Abuse Regulation and the law on reporting obligations for certain holdings of financial instruments, the Company shall keep a Logbook of the persons who have access to the insider information. It is the CFO via the IR function who is responsible for opening a Logbook when a decision to postpone publication has been made in accordance with the above.
Logbook regarding financial reports is prepared routinely. All persons who have access to insider information about the company, either as an employee or under assignments (including among other members of the board, business entity management teams, external consultants and auditors) will be entered in the Logbook, regardless of whether these persons are registered in the company's PDMR- (Person Discharging Managerial Responsibilities) list.
The CFO and IR function shall ensure that the persons reported are registered in BEIJER GROUP's logbook and that they are informed of the consequences thereof and confirm in writing that they are aware of the legal obligations this entails and the penalties applicable to insider trading and illegal disclosure of insider information.
It is possible for BEIJER GROUP to instruct external consultants & parties to keep their own logbooks (so called sub-logbooks) of the persons of the contractor who have access to insider information regarding the project or case in question. If BEIJER GROUP chooses to assign a contractor to keep a sub-logbook of the persons of the contractor who have access to insider information, BEIJER GROUP is still solely responsible for keeping the sub-logbook in accordance with the rules of the Market Abuse Regulations on insider lists and shall ensure that BEIJER GROUP is always entitled to access the sub-logbook.
PDMR (persons discharging managerial responsibility)
Pursuant to the MAR, BEIJER GROUP is liable for maintaining a register of all persons discharging managerial responsibility, and their related parties. Additionally, all these individuals must be informed of their obligations, which include a liability to report trading in BEIJER GROUP shares within three (3) calendar days, firstly to the Swedish Financial Supervisory Authority, and secondly, to BEIJER GROUP IR function, as soon as the transactions reach a total value of € 5,000 in any calendar year.
There is also general prohibition of trading in BEIJER GROUP shares from 30 calendar days prior to the publication of interim or annual financial statements, termed the blackout period for all PDMR.
Specific BEIJER GROUP rules
Over and above applicable regulations, BEIJER GROUP applies the following rules to insider information and trading:
a) All employees included in the insider register, and persons discharging managerial responsibility and their related parties must report all trading in BEIJER GROUP shares (regardless of legally stipulated thresholds) to BEIJER GROUPS’s IR function or CFO.
b) The period of prohibition of trading in BEIJER GROUP shares from 30 days prior to the publication of financial reports, known as the blackout period, also includes the day of publication.
c) Short-term trading in BEIJER GROUP shares is not permitted for employees included in the insider register, and persons discharging managerial responsibility, and their related parties. Short-term trading generally implies ownership for a period of less than one quarter.
The Swedish Financial Supervisory Authority has issued guidance in its document Vägledning Börs- och MTF-bolag 2 (‘Guide for listed and MTF companies’), offering more detail.
The Board of Directors
Malmö, Sweden, January 30, 2020