Nigeria's bourse plans to introduce new rules to prevent insider trading in the stocks of some commercial lenders by their directors and other insiders.
To this end, the Nigerian Stock Exchange (NSE) is embarking on a review of its rule books to tighten disclosure requirements for price-sensitive information and insiders’ dealings. The review will also include specific directive on disclosure of directors’ dealing in their own shares of the company and greater investigative mandate that enables the Exchange to track history of such transactions.
A report in the Nation said the review might not be unconnected with the growing concerns over surreptitious trading by directors of banks in their shares, without public filing of such transactions. Some commercial banks had shown considerable transactions on the shareholdings of incumbent directors.
A source said while the proposed amendments build on recent reviews by the Exchange, the immediate trigger appeared to be recent transactions on their shareholdings by directors of banks.
The draft on proposed amendments specifically requires that in case of directors’ dealing in their shares in the company, or engaging in any purchase of shares of the company, the company shall after being notified of the transaction, immediately, and in any event not later than 24 hours after becoming aware, file the full details of the transaction on the NSE’s Issuers’ Portal.
A report in the Nation said the review might not be unconnected with the growing concerns over surreptitious trading by directors of banks in their shares, without public filing of such transactions. Some commercial banks had shown considerable transactions on the shareholdings of incumbent directors.
A source said while the proposed amendments build on recent reviews by the Exchange, the immediate trigger appeared to be recent transactions on their shareholdings by directors of banks.
The draft on proposed amendments specifically requires that in case of directors’ dealing in their shares in the company, or engaging in any purchase of shares of the company, the company shall after being notified of the transaction, immediately, and in any event not later than 24 hours after becoming aware, file the full details of the transaction on the NSE’s Issuers’ Portal.
The NSE’s Issuers’ Portal is used for direct dissemination of information by quoted companies to the market.
The company is required to fully disclose transactions on directors’ shares including indirect and indirect shareholdings, the name of the director and or any related entities, as well as the counterparties and the date on which the transaction was effected.
Besides, a quoted company is expected to establish securities trading policy, which among others, mandates all directors, persons discharging managerial responsibility and persons closely connected to them such as wives and children of directors as well as other insiders such as professional advisers and contractors to notify the company through the company secretary of any transaction conducted on their own shareholdings in the company within two business days from the transaction settlement date.
The company is required to fully disclose transactions on directors’ shares including indirect and indirect shareholdings, the name of the director and or any related entities, as well as the counterparties and the date on which the transaction was effected.
Besides, a quoted company is expected to establish securities trading policy, which among others, mandates all directors, persons discharging managerial responsibility and persons closely connected to them such as wives and children of directors as well as other insiders such as professional advisers and contractors to notify the company through the company secretary of any transaction conducted on their own shareholdings in the company within two business days from the transaction settlement date.
When the new rules take effect, the company will also now be required to maintain a record of such transactions.
According to the proposed rules, all quoted companies and other issuers shall keep written and other auditable forms of evidence of all transactions in their securities by their insiders, all information liable to be disclosed to the Exchange under its rules, and retain such records for a period of not less than six years.
The companies will also be expected to make records or information on insiders’ transactions available to the Exchange for inspection from time to time as well as cooperate fully and promptly with all inspections or investigations conducted by the Exchange by responding to all enquiries by the Exchange promptly through sharing of information, documents and details.
According to the proposed rules, all quoted companies and other issuers shall keep written and other auditable forms of evidence of all transactions in their securities by their insiders, all information liable to be disclosed to the Exchange under its rules, and retain such records for a period of not less than six years.
The companies will also be expected to make records or information on insiders’ transactions available to the Exchange for inspection from time to time as well as cooperate fully and promptly with all inspections or investigations conducted by the Exchange by responding to all enquiries by the Exchange promptly through sharing of information, documents and details.
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