Insider management
Outokumpu’s Insider Rules, the Finnish insider laws and regulations, and the EU Market Abuse Regulation, constitute the primary legal framework for the insider issues relevant to Outokumpu and its employees.
As Outokumpu is also a participant in the wholesale energy market, the Insider Rules apply, as applicable, to inside information relating to wholesale energy products under the Regulation on Energy Market Integrity and Transparency.
The company’s insider rules are available internally throughout the organization. All unpublished information that relates to the Company’s present and future operations must be kept strictly confidential.
The persons discharging managerial responsibilities in Outokumpu include members of the company’s Board of Directors, the CEO, and other members of the Outokumpu Leadership Team (“the Managers”). The Managers together with the persons or companies closely associated with the Manager constitutes the so called “Notifying Persons”. Outokumpu maintains a non-public list of Notifying Persons, who are required to notify both Outokumpu and the Finnish Financial Supervisory Authority of all transactions involving Outokumpu’s financial instruments.
Outokumpu applies a restricted period of thirty (30) calendar days before the announcement, as well as the day of the announcement, of an interim financial report, interim financial statement and a year-end report (the “Closed Window”). If the announcement is made more than 30 days after the end of a calendar quarter, the Closed Window begins no later than the day after the quarter-end. The Managers and other persons subject to trading restrictions are prohibited from trading, directly or indirectly, for their own account or for the account of a third party, in financial instruments linked to Outokumpu during the Closed Window. Separate, non-public, project-specific insider registers are maintained for insider projects. Project-specific insiders are persons who, through their work on a project, receive inside information that could significantly affect the value of Outokumpu’s publicly traded securities.
Outokumpu Corporation has the obligation to inform the public as soon as possible of inside information which directly concerns the company, unless disclosure is delayed in accordance with applicable insider regulations. Disclosure practices of the company are set forth in Outokumpu's Disclosure Policy.
Outokumpu’s General Counsel is responsible for the coordination and supervision of insider topics.
Related party transactions
The Second Shareholders’ Rights Directive (EU), the International Accounting Standards IAS 24, the Companies Act and the Securities Markets Act as well as the Finnish Corporate Governance Code constitute the primary legal framework in the related party transaction principles relevant to the Outokumpu Group and its related parties.
Definition of related parties and maintenance of the list of related parties
Outokumpu Corporation’s related parties are determined in accordance with the International Accounting Standards (IAS 24) and they include, i.a, the group subsidiaries, members of the company’s Board of Directors and the Leadership Team as well as their related persons and companies. The company’s legal function maintains a list of Outokumpu Corporation’s related parties, which is updated on a regular basis.
Evaluating related party transactions
A related party transaction is any transaction which is conducted between the Outokumpu Group and a related party of Outokumpu Corporation. Transactions between a company and its related parties are allowed, provided that they promote the purpose and interests of the company and are commercially justified.
Transactions outside Outokumpu Group’s ordinary course of business or not carried out on arm’s-length terms require approval in accordance with Outokumpu Group’s Approval Policy and are reviewed at Group executive level against the list of related parties. Related party transactions outside the ordinary course of business require a decision by Outokumpu’s Board of Directors, and material transactions must be publicly disclosed. Board members may not participate in deciding a matter where they have a conflict of interest.
Monitoring and reporting related party transactions
Outokumpu’s Audit Committee monitors the evaluation process and related party transactions are reported to the Audit Committee on a regular basis. Outokumpu’s finance and control functions monitor related party transactions regularly in arrears as a part of the company’s reporting and control procedures. Information on transactions concluded between the company and its related parties is disclosed annually in the company’s consolidated financial statement.
More information
Find out more on our Board and Leadership Team members, Disclosure Policy, and financial calendar.
Instructions for transaction notifications by managers and their closely associated persons
Under the EU Market Abuse Regulation and Outokumpu’s Insider Rules, Outokumpu Corporation’s Board of Directors, the CEO, and other members of the Outokumpu Leadership Team (“the Managers”), as well as persons or companies closely associated with them, must report all transactions involving Outokumpu’s financial instruments, such as Outokumpu shares.
The transaction must be reported to Outokumpu immediately and no later than within two (2) business days of the transaction. The transaction must also be reported to the Finnish Financial Supervisory Authority (“FIN-FSA”) no later than within three (3) business days of the transaction.
Managers and their closely associated persons are also encouraged to inform Outokumpu in advance of any planned transaction.
Instructions for submitting the transaction notification
The transaction notification shall be submitted to the FIN-FSA through its electronic services:
https://asiointi.finanssivalvonta.fi/en/login
Information requested on the form:
Name of the issuer: Outokumpu Corporation
LEI code: 5493009YRUJJDCFF0R80
Trading symbol of Outokumpu share: OUT1V
ISIN code: FI0009002422
Before submitting the notification to the FIN-FSA, the completed notification can be downloaded as a PDF. A copy of the completed notification shall be sent to Outokumpu promptly after the transaction.
Sending the notification to Outokumpu
Please send the completed notification form as a PDF attachment by e-mail to Outokumpu’s legal function: legal@outokumpu.com
Please also add your phone number to the e-mail message so that we can contact you in case we have any questions about your notification.
Outokumpu’s duty to disclose the information
Outokumpu is required to disclose transactions by a notifying person as stock exchange releases once the total amount of that person’s transactions reaches EUR 20,000 within a calendar year, in accordance with the EU Market Abuse Regulation.
Contacts in case of questions
In case of any questions or problems, please contact Outokumpu’s legal function at legal@outokumpu.com
Further information on the regulation concerning the notifications of managers' and their closely associated persons' transactions is available at the FIN-FSA website at the following link: FIN-FSA further information (available in Finnish, Swedish and English).