Market Abuse Regulation dealing code and policy document
The Financial Conduct Authority announced in April 2016 that the ‘Model Code’ (Annex 1 of Listing Rule 9) would be withdrawn due to its incompatibility with the Market Abuse Regulation (MAR), which comes into force on 3 July 2016.
In response to this, the Quoted Companies Alliance has collaborated with ICSA: The Governance Institute, GC100 and other market participants to develop a single, industry-led dealing code. Although each company is responsible for its own compliance with MAR and/or AIM Rules, as well as for the systems and procedures it puts in place related to dealings in the company’s securities, this guidance note will help companies to comply with MAR.
The guidance note includes a specimen:
- Group-wide dealing policy (page 5);
- Dealing code (page 7); and
- Dealing procedures manual regarding the implementation and management of the systems and procedures for the clearance of dealing by PDMRs and other individuals to whom dealing restrictions apply (page 21).
The specimen code and manual - based on the assumption that the company is incorporated in the UK with financial instruments admitted to trading on the Main Market of the London Stock Exchange or quoted on AIM - have been written in such a way that companies are able to amend them to reflect their own individual circumstances and requirements.
Furthermore, they contain optional provisions which some companies may choose to adopt, or to exclude, from their own dealing code and procedures. These optional provisions are marked with footnotes, but companies should consider taking advice when preparing their bespoke dealing code and dealing procedures manual.
The dealing code and manual are intended to be used together. Companies which are incorporated in another jurisdiction or which also have financial instruments issued or quoted on other trading venues may be subject to additional requirements which are not addressed in this drafting.