The company’s Insider Rules, the Finnish insider laws and regulations, including the EU Market Abuse Regulation, constitute the primary legal framework for the insider issues relevant to the Group and its employees.
Furthermore, the Regulation on EU Energy Market Integrity and Transparency sets forth similar requirements as the Market Abuse Regulation on dealing with inside information relating to wholesale energy products. As the company is a participant in the wholesale energy market, the company’s Insider Rules apply to such energy-related inside information, as applicable.
The persons discharging managerial responsibilities in Outokumpu, in the meaning of the Market Abuse Regulation, include members of the company’s Board of Directors, the CEO, and other members of the Outokumpu Leadership Team (“the Management”). The Management together with the persons or companies closely associated with a member of the Management constitutes the so called “Notifying Persons”. Outokumpu maintains a non-public list of the Notifying Persons.
Outokumpu applies a restricted period of thirty (30) calendar days before the announcement, as well the day of the announcement, of an interim financial report and a year-end report – so called “Closed Window”. During this period, the Management, the persons subject to trading restrictions and any legally incompetent persons under their custody shall not conduct any transactions, on his/her own account or for the account of a third party, directly or indirectly, relating to the company’s shares or debt instruments, or derivatives or other financial instruments linked thereto. Separate, non-public, project-specific insider registers are maintained for insider projects. Persons defined as project-specific insiders are those who, in the course of their duties in connection with a project, receive inside information concerning the Group which, if or when realized, is likely to have a significant effect on the value of the company’s publicly traded securities.
The company has the obligation to inform the public as soon as possible of inside information that directly concerns the company, unless the company has decided that the publication of the inside information shall be delayed, in accordance with the applicable insider regulations. The publication of inside information shall be made in accordance with the company’s Disclosure Policy.
Outokumpu’s Head of Legal and Compliance function is responsible for the coordination and supervision of insider topics.
Read more in our Insider Rules and Related Transactions Policy.
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 Oyj’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 parent company’s Board of Directors and the Leadership Team as well as their related persons and companies. The company’s legal and compliance function maintains a non-public list of Outokumpu Oyj’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 Oyj. 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.
Any transactions that are not conducted in Outokumpu Group’s ordinary course of business or are not implemented under arms-length terms require specific approval according to the Outokumpu Group’s Approval Policy. Any such transactions are escalated for review on the Group’s executive level and cross-checked against the related parties. Any related party transactions that are not conducted in Outokumpu Group’s ordinary course of business will require a decision by Outokumpu’s Board of Directors and a transaction which would be deemed material for Outokumpu’s shareholders will also have to be publicly disclosed. The decision making of the Board of Directors also takes provisions on conflicts of interest into account as board members cannot participate in deciding a matter concerning themselves. Board members also have a conflict of interest and cannot participate in decisions concerning a transaction with one of their related parties if that transaction is not part of the company’s ordinary course of business or is not implemented under arms-length terms.
Monitoring and reporting related party transactions
Outokumpu’s Audit Committee monitors the evaluation process. 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.