Insiders
Kalmar applies the insider guidelines of Nasdaq Helsinki Ltd, in addition to which Kalmar’s Board has approved internal insider regulations that are based on the stock exchange guidelines.
Insider registers
Kalmar maintains a list of its Managers and their closely associated persons. Kalmar’s Managers include the members of the Board of Directors, the President and CEO and other members of Kalmar Leadership Team. The Managers and their closely associated persons are obliged to notify Kalmar and the Finnish Financial Supervisory Authority of every transaction conducted on their own account relating to Kalmar’s financial instruments. Kalmar will publish each notification in the form of a stock exchange release.
Persons who, on the basis of an employment or other contract, work for the company and obtain insider information associated with a specific project, are entered in the company’s project-specific insider register, which is established when necessary.
Trading rules
Trading in Kalmar financial instruments is prohibited on the person’s own account or for the account of a third party
(a) if a person possesses inside information,
(b) regarding project-specific insiders, for the duration of the project until the project is published or otherwise terminated
(c) regarding Managers, during a period of 30 days prior to the publication of Kalmar’s annual or interim reports (closed window), or
(d) regarding persons having access to full Kalmar financials, especially persons engaged with preparing Kalmar’s annual or interim reports, during a period of 30 days prior to the publication of such report, (extended closed window).
Insider management
The General Counsel of Kalmar is responsible for the overall insider management in Kalmar, including necessary training. Kalmar Legal is responsible for maintaining the list of Managers and the project-specific insider lists and informing the insiders on their insider status and of closed windows. Kalmar Communications is responsible for disclosing the transactions of the Managers and their closely associated persons.
Related party transactions
Kalmar’s related parties include the subsidiaries, associated companies and joint ventures. Additionally, the members of the Board of Directors, the President and CEO and other members of the Leadership Team, their close family members and entities controlled directly or indirectly by them, as defined in IAS 24, are related to Kalmar. Major shareholders with more than 20 percent ownership of shares or of the total voting rights in the company, are also included in related parties. The company maintains lists of its related parties. The transactions with associated companies and joint ventures are followed in the financial reporting system. They are reported in Note 9.3 in Kalmar’s carve-out financial statements. The company has an instruction for the Board and Leadership Team members and major shareholders regarding recognising the related party transactions. They are obliged to inform the company of any planned agreements or other legal acts with any group company and asked annually to confirm if any related party transactions have taken place. The Board will handle all related party transactions that are not conducted in the ordinary course of business of the company or are not implemented under arm’s-length terms.
Nasdaq Helsinki Guidelines for Insiders
Financial Supervisory Authority, 10 trading guidelines for Insiders