- Breach of this Code of Conduct.
- Breach of the local labour laws, discrimination, harassment or conditions that impose a threat for health and safety for employees, customers, partners or other stakeholders.
- Environmental crime.
- Financial crime, such as fraud, corruption or theft.
- Activities that might damage property or infrastructure.
Your message of concern cannot and will not be used against you in any way. This is a consequence of the Norwegian Labour Law as well as of StrongPoint’s policy.
Sensitive information and Insiders’ dealings in StrongPoint shares
StrongPoint ASA (“STRONG” or ”The Company”) is listed on Oslo Børs. StrongPoint shall therefore comply with the Norwegian Securities Trading Act (“STA” / verdipapirhandellovens), chapter 3 regarding insiders trading.
Primary insiders are defined by Oslo Børs as ”A person in the board, management or others in relations to a publicly listed company which is subject to certain requirements related to trading and reporting of trade, according to STA chapter 3 and § 4.1. The company defines the primary insiders and is responsible of reporting this to the Oslo Børs insider register. The primary insiders are responsible for complying with the regulations on reporting and other regulations in the STA.”
StrongPoint defines a primary insider as the auditor, members of the board, Executive staff as well as the CEO and CFO for each of the Group’s three business segments, but other employees might also be included. These are employees who normally have access to information that is likely to affect the share price significantly and is not publicly available and widely known.
StrongPoint must notify the market the same day as the primary insider’s trade in the company’s share.
All employees in the Group may from time to time have knowledge of significant and precise information which is suitable to influence the share price noticeably, and which is not available to the general public or generally known. This can for instance be accounting or reporting information which will affect the Group’s result significantly, acquisition plans, or on-going contract negotiations with customers.
It is stressed that Norway has Europe’s strictest rules regarding insiders dealings, and that the STA Chapter 3 applies to everyone who has access to inside information.
Insider trading is legal, but it is illegal when the board members, employees, consultants or other persons trades on the basis of inside information that is likely to affect the share price significantly and that is not publicly available and widely known.
List of persons with access to inside information
Projects, incidents, negotiations and contracts, where participants have access to inside information must be documented. This is required by the STA § 3-5.
The list must be created if these three criteria’s are fulfilled:
a. The information is not publicly available and widely known (se 2.2.2 Inside information, above).
b. You work on a project that would influence a potential shareholder when deciding to buy StrongPoint shares or not.
c. The project reach a stage where it is likely to materialize in a contract/agreement.
Contact StrongPoint ASA for template.
The Board has implemented insider-regulations to prevent the misuse of material inside information by persons affiliated to the Company when trading in the Company’s financial instruments:
1. Prohibition of misuse of inside information
Insiders (all employees) with knowledge of significant inside information regarding the Company shall not sell, buy, or trade financial instruments issued by StrongPoint. If you are in any doubt if you possess such information, you must contact the Group CEO before trading in the Company’s financial instruments.
It is also prohibited to act on behalf of the company (trading in its own shares / treasury shares) or its shareholders, other companies or family members. The prohibition also includes giving advice or inciting someone to act, regardless of whether the person / company who advised/incited is not conveyed material inside information from the prevailing / inducement. It should be noted that insiders with material inside information therefore may not participate in the decision-making process when other companies/individuals are considering trading in the Company’s financial instruments.
2. Duty to investigate and get clearance for primary insiders
Primary insiders cannot trade in the Company’s financial instruments unless that person has examined whether he or she has significant inside information, and has obtained clearance to trade from the Group CEO. This also applies to trades the primary insider is does on behalf of the others, and it applies to all contracts (purchase, sales, swap, options, etc.) related to the Company’s financial instruments.
No primary insiders will, in accordance with MAR, get permissions to trade in the 30 calendar days before publishing financial reports.
The Group CEO must for himself decide whether he possesses inside information. If any doubt the Group CFO should be consulted.
How to conduct the clearance
To conduct the clearances, make an oral or written clearance request to the person responsible for giving the clearance.
The person responsible to give such a clearance is the Group CEO.
The clearance is granted if the person responsible of granting the clearance finds that there is no material inside information in the Group, or – if such information is available – the person applying for clearance does not have or will have access to such information.
If the request is cleared, you will receive a written clearance by e-mail. If the request is denied, you will be notified about it. If no notification is given by e-mail, the request should be considered as denied.
How long is a clearing valid?
Unless otherwise stated in the clearance message, it will be valid for 24 hours from the dating of the clearance message.
What kind of self-examination must be made by the primary insider?
The primary insider must in addition also decide whether he or she has significant inside information that the clearance responsible is not familiar with. In case of doubt, the matter should be raised with the clearance responsible.
Anyone who possess significant inside information regarding the Group is obliged to ensure that unauthorized people do not get access to this information.
The duty of confidentiality shall not prevent the normal flow of information within the Group, but significant inside information shall only be granted to employees who have a legitimate need for the information in connection with their work.
It is permitted to grant significant share price-sensitive information to external advisors (eg. auditors, lawyers, consultants, financial advisors) to the extent that there is an objective need for this.
Other external parties, e.g. partners, bank relations or contractual counterparties as well as shareholders, can be given significant inside information as long as the Group has a reasonable need to give them access to such information. It is important in advance to make a critical assessment of which information it is necessary provide access to.
What is confidentiality?
The duty of confidentiality involves primarily a duty not to actively disclose significant inside information to unauthorized persons. Secondly, it also includes a duty to prevent such information to be available for unauthorized persons. This means, for example that documents containing such information must be stored properly and that the Groups’ general procedures for handling confidential information must be followed.
Revised by the Board of Directors in StrongPoint ASA,
Rælingen, 13 December 2018
For more information
Hilde Horn Gilen
+47 92 06 01 58