DTR 2.8 Insider lists
Requirement to draw up insider lists
An issuer must ensure that it and persons acting on its behalf or on its account draw up a list of those persons working for them, under a contract of employment or otherwise, who have access to inside information relating directly or indirectly to the issuer, whether on a regular or occasional basis. [Note: Article 6(3) Market Abuse Directive]
Providing insider lists to the FCA on request
If so requested, an issuer must provide to the FCA as soon as possible an insider list that has been drawn up in accordance with DTR 2.8.1 R. [Note: Article 6(3) Market Abuse Directive]
Contents of insider lists
Every insider list must contain the following information:
- (1)
the identity of each person having access to inside information;
- (2)
the reason why such person is on the insider list; and
- (3)
the date on which the insider list was created and updated. [Note: Article 5(2) 2004/72/EC]
Maintenance of insider lists
An insider list must be promptly updated:
- (1)
when there is a change in the reason why a person is already on the list;
- (2)
when any person who is not already on the list is provided with access to inside information; and
- (3)
to indicate the date on which a person already on the list no longer has access to inside information. [Note: Article 5(3) 2004/72/EC]
An issuer must ensure that every insider list prepared by it or by persons acting on its account or on its behalf is kept for at least five years from the date on which it is drawn up or updated, whichever is the latest. [Note: Article 5(4) 2004/72/EC]
An issuer and not its advisers or agents is ultimately responsible for the maintenance of insider lists.
For the purposes of DTR 2.8.1 R an issuer should maintain a list of:
- (1)
its own employees that have access to inside information;
- (2)
its principal contacts at any other firm or company acting on its behalf or on its account with whom it has had direct contact and who also have access to inside information about it.
For the purposes of DTR 2.8.1 R it is not necessary for an issuer to maintain a list of all the individuals working for another firm or company acting on its behalf or its account where it has:
- (1)
recorded the name of the principal contact(s) at that firm or company;
- (2)
made effective arrangements, which are likely to be based in contract, for that firm or company to maintain (as set out in DTR 2.8.1 R, DTR 2.8.3 R - DTR 2.8.5 R and DTR 2.8.10 R) its own list of persons both acting on behalf of the issuer and with access to inside information on the issuer; and
- (3)
made effective arrangements for that firm or company to provide a copy of its list to the issuer as soon as possible upon request.
Acknowledgement of legal and regulatory duties
An issuer must take the necessary measures to ensure that its employees with access to inside information acknowledge the legal and regulatory duties entailed (including dealing restrictions in relation to the issuer's financial instruments) and are aware of the sanctions attaching to the misuse or improper circulation of such information. [Note: Article 5(5) 2004/72/EC and Article 3(2) 2003/124/EC]
An issuer must ensure that any person that:
- (1)
is acting on its behalf or on its account; and
- (2)
has drawn up an insider list in accordance with DTR 2.8.1 R;
has taken the necessary measures to ensure that every person whose name is on the insider list acknowledges the legal and regulatory duties entailed and is aware of the sanctions attaching to the misuse or improper circulation of such information. [Note: Article 5(5) 2004/72/EC]