Insider administration

UPM follows the Guidelines for Insiders of Listed Companies issued by Nasdaq Helsinki Ltd in 2016. The company’s Insider Policy, approved by the Board of Directors, complements applicable insider regulations and sets out guidelines for the company’s insiders and insider administration. The company’s Insider Policy was completely revised due to the Market Abuse Regulation, which became applicable on 3 July 2016.


Organization of insider administration

The company’s Chief Compliance Officer is in charge of the overall organization of the Company’s insider administration. UPM Insider Administration comprising of the General Counsel, Chief Compliance Officer, Insider Administrator and a back-up person for Insider Administrator is responsible for monitoring compliance with UPM Insider Policy, Market Abuse Regulation (MAR) and other applicable insider regulations and guidelines. UPM Insider Administration is also responsible for the ongoing management, supervision and administration of insider matters, such as maintenance of insider lists, managers’ transactions, notifications to managers, FIN-FSA and other relevant parties, as well as provision of training and advice.

List of managers

As of 3 July 2016, the company is no longer obliged to maintain a public insider register. Instead, the company maintains a list of persons discharging managerial responsibilities (managers) and their closely associated persons. These persons are required to notify UPM and the FIN-FSA of every transaction conducted on their own account relating to the financial instruments linked to UPM. Each manager and closely associated person is informed in writing of his/her position as such and related obligations.

At UPM, managers include the members of the Board of Directors, the President and CEO, the Chief Financial Officer and the Executive Vice Presidents of the business areas. Based on UPM’s governance structure, the above mentioned executives are deemed to comprise the senior executives of the company who have regular access to inside information relating to UPM and power to take managerial decisions affecting the future developments and business prospects of the company.  

List of financial information recipients

UPM Insider Administration also maintains a list of company employees and other persons who have regular access to the company’s unpublished financial information based on their position, access rights, duties or a service agreement. Persons entered in this list are called financial information recipients. Each financial information recipient is informed in writing of his/her position as such and related obligations. This list replaces the former company-specific register of permanent insiders.

Trading restrictions and recommendations

The company’s managers and financial information recipients are prohibited from trading (on their own account or on the account of a third party), directly or indirectly, in the financial instruments linked to UPM during a closed period of 30 calendar days before the announcement and on the date of the actual announcement (30 + 1) of UPM’s quarterly financial reports and financial statements releases. In 2017, the closed window periods are 1 January - 31 January (relating to the 2016 financial statements release), 26 March - 25 April, 25 June - 25 July and 24 September - 24 October (relating to the quarterly reports).

The company recommends that managers and financial information recipients time their trading in the financial instruments linked to UPM to the three-week period commencing on the first business day following the official disclosure of the company’s annual or quarterly results. Trading during any other time period requires a prior permission from UPM Insider Administration.

Insider lists

As of 3 July 2016, UPM has determined not to maintain a list of permanent insiders. All persons involved in insider projects will be included as project insiders in the project-specific insider lists. UPM Insider Administration is responsible for establishing, maintaining and updating of insider lists when a decision to establish an insider project and to delay disclosure is taken. Each person included in an insider list is notified in writing of the inclusion in the list, together with the obligations and sanctions relating thereto. Persons possessing inside information are not allowed to trade in the financial instruments linked to the company. The persons entered in the project-specific insider list are also notified by e-mail of the closing of the project and the related project-specific insider list.

Whistle blowing

Any potential violations against UPM Insider Policy or suspected infringement of financial market regulations, such as MAR and Securities Markets Act, can be reported by using UPM’s Report Misconduct channel. 

​​​​You may report your complaints or concerns relating to violations against the UPM Code of Conduct or any company policies thereunder to the head of internal audit and security director through this channel.