MAR MAR Article 18(3) requires insider lists to contain at least:
- the identity of any person having access to inside information;
- the reason for including that person in the insider list;
- the date and time at which that person obtained access to inside information; and
- the date on which the insider list was drawn up.
In addition, MAR Article 18(4) requires Issuers (or any person acting on their behalf or on their account) to update the insider list in the following circumstances:
- where there is a change in the reason for including a person already on the insider list;
- where there is a new person who has access to inside information and needs, therefore, to be added to the insider list; and
- where a person ceases to have access to inside information.
In all cases, the time and date of the update must be recorded in UTC timezone format.
To guarantee that all issuers generate an insider list with the same data fields, ESMA has set out a standard template for insider lists that requires the following information to be included:
- First name, surname and birth surname (if different from surname) of the insider. This is required to determine the identities of the insiders, pursuant to Article 18(3) of MAR (paragraph 275, section 8.3.3, ESMA final report).
- Work direct line and work mobile telephone numbers. These are required to access communications traffic data to determine if insiders and persons dealing in a transactoin communicated. This data is useful in market abuse instances. Some competent authorities may be able to examine the content of calls made to regulated firms, which could be used to exonerate or defend a person under investigation (paragraph 276, section 8.3.3, ESMA final report).
- Company name and address. This is required to identify an individual and understand their role in a deal. The address helps the national competent authority to locate the employee (such as where they work) (paragraph 277, section 8.3.3, ESMA final report).
- Function and reason for being insider. MAR (Article 18(3)(b)) requires a rationale for including someone on an insider list. This helps the national competent authority determine a person's capacity to get inside information and the degree of knowledge they may possess. For example, a senior counsel may know more about a contract than a control room employee (paragraph 278, section 8.3.3, ESMA final report).
- Date and time at which the person obtained access to inside information. This is required by MAR (Article 18(3)(c)) and is essential for identifying when an insider had access to inside information (paragraph 279, section 8.3.3, ESMA final report).
- Date and time at which the person ceased to have access to inside information. This is required by MAR (Article 18(4)(c)) and is essential for identifying when an insider had access to inside information (paragraph 279, section 8.3.3, ESMA final report).
- Date of birth. This is important for identifying a person, especially when multiple people in the same organization have the same name and a "National Identification Number" is not available (paragraph 280, section 8.3.3, ESMA final report).
- National identification number (where applicable in the concerned member state). This is necessary in order to uniquely identify a person, however it is acknowledged that not all member states have a national identity number system and so may not be used in certain cases (paragraph 281, section 8.3.3, ESMA final report). E.g. the national identity number section can be left blank for UK nationals, as it is only required “if applicable”. Other nationals should have their national identification numbers included should they have one (Question 30, Part A, CLLS and Law Society Q&A).
- Personal home and personal mobile telephone numbers. At least one personal phone number should be included for each insider.
- Personal full home address. This can help identify an individual, as well as family, co-habitants, and any geographical relationships between the insider and those dealing in securities. Some national competent authorities require this information to access bank records showing suspected money flows (paragraph 282, section 8.3.3, ESMA final report).
You can download our free templates here.