The SWX Admission Board adopted a change to the Listing Rules that has now received Federal Banking Commission approval. According to the new regulations, listed companies must in future disclose transactions made by management members. A related Directive on this matter is currently being drawn up. The new rule will enter into force on 1 July 2005.
The key elements of these new regulations are:
- The obligation imposed on companies to disclose transactions concluded by members of their board of directors and senior management in the given company's equity securities, convertible and purchase rights on the company's shares, and financial instruments whose price is largely influenced by the company's own equity securities.
- Members of the board of directors and senior management must report to their issuing company all transactions that fall within the scope of these regulations:
- If the total amount of all transactions concluded by a person liable for reporting exceeds the amount of CHF 100,000.- per calendar month, then that person is obligated to inform the issuer of that fact within two trading days' time. On its part, the issuer must submit to SWX within two trading days a report that among other things discloses the name and function of the individual (i. e. executive member of the board of directors / member of senior management or non-executive member of the board). SWX will then publish the report on its Website without divulging the person's name.
- If the per-person threshold amount of CHF 100,000.- is not exceeded in a given calendar month by an individual liable for reporting, then after month's end the issuer must forward to SWX an omnibus report that among other things includes information on all of the individuals liable for reporting, ranked by their names and functions.
- SWX will not publish information on transactions that do not exceed the threshold amount of CHF 100,000.- per calendar month.
- The publication of such transactions on the SWX Website will in each instance be made without indication of names, however with an indication of the given individual's function. The related information will remain accessible on the SWX Website for a period of one year. The intention is for issuers to submit their reports to SWX via the Internet.
- As is the case with other provisions of the Listing Rules, sanctions may be imposed for the violation of the new regulation.
Further information on this topic can be accessed at www.swx.com/admission/consultation_dd_en.html
