Introduction
An insider list is a record of individuals who have access to sensitive, non-public information about a public company. This list must be divided into sections and may include an optional section for permanent insiders.
An insider list:
Must include deal-specific or event-based sections; and
May include an optional section for permanent insiders.
All the sections above form the whole of the insider list, as outlined in paragraph 285, section 8.3.4 of the ESMA final report.
Deal-specific and event-based sections
How should issuers structure these sections?
Issuers must divide their insider list into groups based on deals or events, with each section referring to different inside information. Note that the occurrence of inside information does not necessarily correspond to a time period or contractual event (paragraph 284, section 8.3.4, ESMA final report).
What should each section include?
Each section should:
Relate to a specific piece of inside information;
List all insiders associated with that information.
For instance, inside information might concern a deal, project, corporate event, financial event, or profit warning. Each type of information should have its own section, listing all individuals with access to it (recital 3, Implementing Regulation).
What happens when new inside information arises?
Every time new inside information is identified, a new section must be added to the insider list (Article 2(1), Implementing Regulation). Each section must follow Template 1 in Annex I of the Implementing Regulation. You can download the template for free here.
Optional Section on Permanent Insiders
Issuers may maintain a separate section for permanent insiders to avoid duplicate entries across different deal-specific or event-based sections. These individuals always have access to inside information due to their role or function (e.g., CEOs, CFOs, legal counsel).
The permanent insiders' section is not tied to a specific piece of inside information because these individuals are continuously exposed to confidential matters.
Article 2(2) of the Implementing Regulation (EU 2016/347) states that permanent insiders should not be included in deal-specific or event-based sections unless they are involved in a particular piece of inside information at a specific time.
If a permanent insider is working on a specific deal or event, they should also be listed in the corresponding section for that inside information.
What template should be used?
The Implementing Regulation (EU 2016/347), Article 4(1), specifies that insider lists must be in a format that ensures confidentiality, completeness, and accessibility—which is best achieved through electronic systems.
Each project section must follow Template 1 in Annex I of the Implementing Regulation. The permanent insider section must follow Template 2 in Annex I of the Implementing Regulation (recital 4, Implementing Regulation). You can find the template here.
By maintaining a clear and organized insider list, issuers can ensure compliance with regulations and better manage access to sensitive information.
