An insider trading program is only as strong as what it can produce. When an inquiry begins, or counsel needs to establish that a control operated, the question is never "did you have a policy" in the abstract. It is "show me." Evidence you can produce is a defense. Evidence you have to reconstruct is a project, run under time pressure, from memories and mailboxes, at the worst possible moment. This is the inventory of what a program should be able to hand over, and, just as important, where each record lives, decided before anyone asks.
Policy, versioned, with acknowledgments
Start with the policy itself, but not one copy. You need each version, dated, and for each version the record of who acknowledged it and when. For a domestic issuer, the version filed as an Item 408(b) exhibit should reconcile to the version in force and the version people accepted. The evidence is not "we have a policy." It is "this exact version was in force on this date and these people acknowledged it." Keep the acknowledgments tied to the specific version distributed, so the question "which policy did they accept?" always has an answer.
Pre-clearance decisions
For every covered person's trade that required clearance, the record should show the request, the certification attached to it, the decision, the reason, and the expiry, timestamped, in sequence. A pre-clearance certification collected at the moment of the request is evidence of the person's state of mind then. One reconstructed afterward is an argument. The design that produces this record is covered in Designing pre-clearance workflows. The evidence point is that the whole request-to-decision story for any person or period has to be retrievable as a report, not reassembled from email.
MNPI access records
When information became material and non-public, who was brought inside, and when were they released? US law imposes no MAR-style insider-list mandate, but the access record is what turns "we controlled the information" into something you can produce. Opening a matter, recording who was inside with dates, and closing it leaves exactly the evidence an inquiry into a suspicious trade will reach for. The reasoning is set out in MNPI handling, who's inside, when, and proving it and Insider lists for US issuers.
Filing records
For Section 16, the evidence is the filings as submitted, Forms 3, 4 and 5, reconciled against what was prepared, with accession numbers, and the website-posting confirmation under Rule 16a-3(k) where it applies. The reporting-person roster with effective dates sits behind them, showing who was covered on any given date. The mechanics are in Section 16 mechanics for Forms 3, 4 and 5. Filing is a hand-off, your provider files and your counsel reviews, so the evidence includes what you sent, what came back, and that the two agree.
Disclosure records
For a domestic issuer, Regulation FD's discipline produces its own evidence, a log of what was disclosed, to whom, when, and how any selective disclosure was cured. Reg FD binds domestic issuers. Foreign private issuers sit outside it, though many keep the same log regardless. The practice is set out in Reg FD disclosure logs, a practice guide. The log is the record that lets you show a disclosure was public, or was cured within the window, rather than argue it after the fact.
Training completion
A policy nobody was trained on is a weaker control, and the evidence of training is part of the record. Note who was assigned, by covered group, when a new version landed or a person joined the roster, and who completed it, with the outstanding names visible until the list is clear. Completion certificates on the person's record are exactly what the next questionnaire season, or an inquiry, will ask you to produce.
Where it lives
This checklist is only useful if each record has a known home. The failure is not usually that a program lacks evidence. It is that the evidence is scattered across mailboxes, shared drives and three people's memories, so producing it is an excavation. Decide now where each category lives and keep it in one retrievable place. A record you can produce in an afternoon is a control. The same record spread across five systems is a liability you have not measured yet.
InsiderList holds policy versions and their acknowledgments, pre-clearance decisions, MNPI access records, the Section 16 roster and filing history, disclosure logs and training completion in one connected record, so the answer to "show me" is a report you run, not a search you launch.
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InsiderList is insider trading compliance software used by companies in the UK, Europe, the USA and the UAE. This article is for general information and does not constitute legal advice. For advice on your situation, consult qualified US securities counsel.
