UPM follows the Guidelines for Insiders of Listed Companies issued by Nasdaq Helsinki Ltd. 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 and for the persons discharging managerial responsibilities and their closely associated persons.
Organisation of insider administration
The company’s Chief Compliance Officer is in charge of the overall organisation of the company’s insider administration. UPM Insider Administration comprising of the General Counsel, Chief Compliance Officer, Group Legal Counsel responsible for securities markets compliance, Insider Administrator and a back-up person for the 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 supervision, management and administration of insider matters, including 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 and closely associated persons
As required by MAR, 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Administration also maintains a list of company employees and other persons who have regular access to the company’s unpublished financial information based on their position, access rights, duties or a service agreement.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.
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 prior to the announcement and on the date of the actual announcement (30 + 1) of UPM’s financial reports. In 2019, the closed window periods are 1 January - 31 January (Financial Statements Release), 27 March - 26 April (Q1 Interim Report), 23 June - 23 July (Half Year Financial Report) and 24 September - 24 October (Q3 Interim Report).
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 financial reports. Trading during any other time period requires a prior permission from UPM Insider Administration.
UPM does not maintain a list of permanent insiders. All persons involved in insider projects will be included as project insiders in project-specific insider lists. UPM Insider Administration is responsible for establishing, maintaining and updating of insider lists when a decision to delay disclosure and to establish an insider project 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. Persons entered in a project-specific insider list are also notified in writing of the termination of the insider project and related obligations.
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 corporate policies thereunder to the Head of Internal Audit and Security Director through this channel.