A FTSE SMALL CAP Company Secretarial Assistant writes...
“We are currently looking at reviewing the insider list process, but are curious as to the best practice / approach of other companies.
At the moment the process is handled centrally by the CoSec department with a review being undertaken on an annual basis. However, as we have a devolved structure with several operating companies, we are not always immediately aware of any new starters / promotions that may qualify an individual to be included. We would be interested to know what steps other companies have put in place to ensure their insider list is robust, how often their insider list is reviewed and how do they ensure that the insider list does not become too unwieldy.
It would be helpful if other companies, preferably with different operating companies, would be able to share their insight on the matter.”
The FCA also state that only those who see all inside information should be on a permanent insider list so we keep ours lean to the Board and Executive and small number of other roles.
We then run project lists – some full MAR and simpler version for non-MAR projects.
We follow ICSA’s and the GC100 guidance – our permanent insider list is very small – only those at the very top of the organisation who have insight across the whole group – we then have effectively a permanent confidentiality list, run very much like a permanent insider list but without the bells and whistles as these people day to day are not caught by MAR, which the senior leadership and senior finance team are on – the reason for this is so that we have to give permission to trade (we would have insight quite quickly of unusual movements) and it keeps front of mind to them the word confidentiality … and then we run MAR and non-MAR project lists – the former full blown process; the latter pared back process but in essence both lists can only communicate with someone on the list for that particular project and the use of a project specific password. We run it all on spreadsheets (our group is not that big – only c.1500 employees worldwide) and we run it tight.
I am assuming that you are talking about your permanent insider list. It’s interesting that your approach seems to be that inclusion on the insider list seems to be driven by someone’s position rather than the information they have access to. I work in a federated Group and it’s our view that only those access to information about the Group’s overall position will be permanent insiders – examples being the Main Board and Executive Committee of the holding company, the Group Legal Counsel, Group IR. If members of a local country board or local CEO’s or CFO’s only see matters relating to that country, it’s unlikely that they need to be permanent insiders as the information they have is unlikely to have an impact on the share price. This may of course be different if you have one part of the business which is particularly significant.
I think it’s helpful to think about what is price sensitive information in respect of your business and who has access to it.