Insider Trading Compliances checklist

The person who received unpublished price sensitive information pursuant to a “legitimate purpose”, to be given due notice to maintain confidentiality of such unpublished price sensitive information in compliance with these regulations [Regulation 3(2B)]

1. The board of directors or head of the organisation of every person required to handle UPSI shall ensure that a structured digital database is maintained containing the names of such persons or entities as the case may be with whom information is shared under regulation 3 along with the Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available2. Such databases shall not be outsourced and maintained with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database
[Regulation 3(5)]

3.  The structural digital database shall be preserved for a period of atleast eight years after completion of the relevant transactions and in the event of receipt of any information from the Board regarding any investigation or enforcement proceedings, the relevant information in the structured digital database shall be preserved till the completion of such proceedings

a. promoter,

b. member of the promoter group,

c. key managerial personnel, and

d. director,

within seven days of such appointment/ becoming a promoter or member of the promoter group [Regulation 7 (1)]

2.  The code adheres to the principles as set out in Schedule A of the Regulations without diluting the provisions of the regulations in any manner

3.  The code shall be published on the official website of the company

4. The company shall promptly notify  the stock exchanges with respect to formulating of such code and any amendments thereto

5. Prompt public disclosure of unpublished price sensitive information that impacted price discovery no sooner than credible and concrete information came into being in order to make such information generally available?

6. Uniform and universal dissemination of unpublished price sensitive unpublished price sensitive information to avoid selective disclosure?

7. Senior officer to be designated as a chief investor relations officer to deal with dissemination of information and disclosure of unpublished price sensitive information?

8.  Prompt dissemination of unpublished price sensitive information that got disclosed selectively, inadvertently or otherwise to make such information generally available

9. Appropriate and fair response to be given to queries on news reports and requests for verification of market rumours by regulatory authorities

10.  Ensure nformation shared with analysts and research personnel was not unpublished price sensitive information.

11. Best practices to be developed to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made

12. All unpublished price sensitive information to be handled on a need-to-know basis.

a. Employees of such listed company, intermediary or fiduciary designated on the basis of their functional role or access to unpublished price sensitive information in the organization by their board of directors or analogous body;

b. Employees of material subsidiaries of such listed companies designated on the basis of their functional role or access to unpublished price sensitive information in the organization by their board of directors;

c. All promoters of listed companies and promoters who are individuals or investment companies for intermediaries or fiduciaries;

d. Chief Executive Officer and employees upto two levels below Chief Executive Officer of such listed company, intermediary, fiduciary and its material subsidiaries irrespective of their functional role in the company or ability to have access to unpublished price sensitive information;

e. Support staff of listed company, intermediary or fiduciary such as IT staff or secretarial staff who have access to unpublished price sensitive information Schedule B Minimum Standards for Code of Conduct

1.  The compliance officer reports to the board of directors and in particular, provides reports to the Chairman of the Audit Committee, if any, or to the Chairman of the board of directors at such frequency as may be stipulated by the board of directors, but not less than once in a year, on compliance with the provisions of these regulations and code of conduct

6. Trading restriction period shall be made applicable from the end of every quarter till 48 hours after the declaration of financial results. The gap between clearance of accounts by audit committee and board meeting should be as narrow as possible and preferably on the same day to avoid leakage of material information.

7. Ensure that designated persons and their immediate relatives did not trade in securities when the trading window was closed

9 When the trading window is open, whether trading by designated persons was subjected to pre-clearance by the compliance officer, if the value of the proposed trades was above such thresholds (equal to or exceed Rs 25 lakhs in value)

10.   All requirements of the code of conduct relating to availing/giving of pre-clearance were complied with

11. The pre-clearance approval shall not be more than seven trading days, within which trades that have been pre-cleared have to be executed by the designated person, failing which fresh pre-clearance would be needed for the trades to be executed.

12. The code of conduct of the company specified the period, which in any event was not less than six months, within which a designated person who was permitted to trade shall not execute a contra trade

13. The compliance officer may grant any relaxation from strict application of such restriction for reasons recorded in writing provided that such relaxation did not violate these regulations

16. The code of conduct specifies that in case it is observed by the company that there has been a violation of these regulations, it shall promptly inform the stock exchange(s) where the concerned securities are traded, in such form and such manner as may be specified by the Board from time to time.

17. The designated persons shall disclose names and Permanent Account Number or any other identifier authorized by law of the following persons to the company on an annual basis and as and when the information changes:

a) immediate relatives

b) persons with whom such designated person(s) shares

c) a material financial relationship

d) Phone, mobile and cell numbers which are used by them?

The names of educational institutions from which designated persons have graduated and names of their past employers shall also be disclosed on a one time basis

a. all employees who have access to unpublished price sensitive information are identified as designated employee;

b. all the unpublished price sensitive information shall be identified and its confidentiality shall be maintained as per the requirements of these regulations;

c. adequate restrictions shall be placed on communication or procurement of unpublished price sensitive information as required by these regulations;

d. lists of all employees and other persons with whom unpublished price sensitive information is shared shall be maintained and confidentiality agreements shall be signed or notice shall be served to all such employees and persons;

e. all other relevant requirements specified under these regulations shall be complied with;

f. periodic process review to evaluate effectiveness of such internal controls