8. Management and Supervision of Insiders
8.1.1 The Company shall organize regular supervision of the permanent insiders to verify the information declared to the company at least once yearly, and in addition, the company should verify at least once a year the trading of the permanent insiders.
8.1.2 The company shall, where necessary, case-by-case, verify the trading of securities of its insiders more diligently, for example if a permanent insider deals with a large volume of securities or the insider is trading frequently.
8.1.3 Any violations of the Disclosure Standards and the Guidelines for Insiders shall be reported immediately to the Agency. The Agency shall supervise the prohibition on abuse of inside information and the statutory duty to declare actual abuse of such information.
8.1.4. Annual Verification
Insiders' Register data shall be verified at least once a year before the Annual General Meeting by the internal auditor of the company. The result of such verification shall be forwarded to the Agency at least 15 days before the date of the company's AGM.
Insiders' Register data shall be verified at least once a year before the Annual General Meeting by the internal auditor of the company. The result of such verification shall be forwarded to the Agency at least 15 days before the date of the company's AGM.
8.2. Written Guidelines and Instructions
8.2.1. All listed companies must have their own written guidelines on insiders using these Guidelines as minimum instructions. The company may define other instructions or restrictions as it deems fit according to its situation.
8.2.2. The listed company's written guidelines on insiders should be submitted to the Agency for approval before being officially implemented.
8.2.3. The company shall make its approved guidelines on insiders available to its insiders, and to ordinary shareholders or any other interested parties.
8.3. The Committee
8.3.1. According to Article 41.3 of the Disclosure Standards, each listed company shall form a Committee to manage insiders' holdings and tradings.
8.3.2. The Committee is to be formed from the Board of Directors members or from the Board of Directors and senior management of the company.
8.3.3. The number of members in the Committee should not be less than three.
8.3.4. The Committee shall appoint a person in charge for the Insiders' Register issues for managing the day-to-day business of the Committee, who might be a non-member of the Committee. Such person should be treated as an insider. However, the authority to give approval for permitting trading by insiders shall be vested with the Committee.
8.3.5. The names, titles, and contact details of the Committee members and the person in charge should be forwarded to the Agency on the appointment and when changes occur.
8.3.6. Alternatively, the listed company may allocate the Committee's responsibilities to the Audit Committee of the company.
8.4. Responsibilities of the Committee
8.4.1 The Committee shall ensure compliance with these Guidelines on Insiders, the prohibition of the abuse of inside information and the disclosure requirements concerning insiders. However, the day-to-day monitoring of the above shall be the responsibility of the person in charge and he shall report to the committees any violation of such requirement.
8.4.2 Securities transactions by insiders subject to the permission procedure shall be supervised on a proactive basis by ensuring, prior to any transaction, that there is no impediment to securities trading or other securities transactions. Securities transactions by insiders entered in the Insiders' Register shall primarily be supervised retroactively by the reconciliation of all securities transactions, on the basis of the data entered in the CDS system against the declarations of insider holdings.
8.4.3 The company shall notify the person in charge for insider issues when an individual's employment or service contract commences and expires.
8.4.4 The company shall be responsible for providing new insiders with these Guidelines, and the person in charge shall provide them with training and instructions.
8.4.5 Each employee who has concluded an employment or service contract with the company is personally responsible for filing the required declarations of his insider holdings and tradings with the person in charge.
8.5. Tasks of the Committee
The tasks of The Committee and the person in charge shall include the following:
The tasks of The Committee and the person in charge shall include the following:
8.5.1. Training and informing
(a) The Committee shall ensure that the insiders, in particular permanent insiders, are fully aware of the restrictions and their obligations to its guidelines on insiders and that they recognize their position and the effects thereof.
(b) When a new insider position is accepted, as well as when amendments take place in the provisions on insiders in the laws or in provisions issued by the Agency, or the company itself, the Committee is required to disseminate such changes and train the insiders accordingly.
8.5.2. Maintenance of Insiders' Register and declaration:
(a) Receipt, examination and forwarding of declarations and tradings of the insiders of the company to the Agency,
(b) The drawing up and maintenance of the Insiders' Register.
8.5.3. Supervision of the insiders' transactions:
(a) Prior Approval
Any insider must notify the Committee and obtain its written approval, prior to the submission of any order to a licensed broker to buy or sell the company's securities.
Any insider must notify the Committee and obtain its written approval, prior to the submission of any order to a licensed broker to buy or sell the company's securities.
(b) Validity of Approval
The Committee's approval shall be valid for not more than 20 calendar days from the date of approval, which will be indicated when the approval is granted. After this time, the approval is no longer valid and new approval will be required.
The Committee's approval shall be valid for not more than 20 calendar days from the date of approval, which will be indicated when the approval is granted. After this time, the approval is no longer valid and new approval will be required.
(c) Withdrawal of Approval
The Committee shall have the authority to withdraw or cancel the approval so granted to any insider by a notice in writing, if during the validity of approval there is any new development that may affect the companies' securities price.
The Committee shall have the authority to withdraw or cancel the approval so granted to any insider by a notice in writing, if during the validity of approval there is any new development that may affect the companies' securities price.
(d) Refusal of Application
The Committee shall refuse to grant approval on any application, the execution of which is likely or most likely:
The Committee shall refuse to grant approval on any application, the execution of which is likely or most likely:
• To result in a breach of any of the provisions of rules, regulations or circulars, whether in a specific or general nature issued by the Agency regarding the insiders' holding or trading.
• If such transaction or order abuses inside information.
• If such transaction or order includes conflict of interest between the applicant and the listed company's interest.
• On any other event where the board of directors or the Committee, as the case may be, deem it necessary to protect the interests of the company and its shareholders.
8.5.4. Acknowledgment requirement
The Committee should inform the applicant of its decision within a maximum period of 2 business days, and a copy of such acknowledgement should also be kept in the Insiders' Register.
The Committee should inform the applicant of its decision within a maximum period of 2 business days, and a copy of such acknowledgement should also be kept in the Insiders' Register.
8.5.5. Reporting to the Agency's CMS Directorate
(a) The Committee shall prepare a monthly statement in the standard format prescribed by the CMS Directorate, recording all insiders' transactions, including any orders to buy or sell whether executed or not. The information of such statement should be only extracted from the Insiders' Register.
If the verification process indicates any discrepancies or differences between the Insiders' Register information and information obtained from the CDS, or any other concerned source of information should be reported to the CMS Directorate separately.
If the verification process indicates any discrepancies or differences between the Insiders' Register information and information obtained from the CDS, or any other concerned source of information should be reported to the CMS Directorate separately.
(b) The abovementioned monthly statement should be audited by the internal auditor before submitting such statements to the board and to the CMS Directorate.
(c) The abovementioned monthly statement should be reported at the next board meeting.
(d) In any case, the monthly statement should be submitted to the CMS Directorate not later than 15 calendar days from the end of each month. The company's Compliance Officer (appointed in accordance with the BMA Circular No. ODG/407/03) shall ensure that such statement is forwarded to the CMS Directorate within the stipulated time.