Insider management
The company’s Insider Rules, the Finnish insider laws and regulations, including the EU
Market Abuse Regulation, constitute the primary legal framework for the insider issues
relevant to the Group and its employees.
Furthermore, the Regulation on EU Energy Market Integrity and Transparency sets forth
similar requirements as the Market Abuse Regulation on dealing with inside information
relating to wholesale energy products. As the company is a participant in the wholesale
energy market, the company’s Insider Rules apply to such energy-related inside
information, as applicable.
The persons discharging managerial responsibilities in Outokumpu, in the meaning of the
Market Abuse Regulation, include members of the Company’s Board of Directors, the CEO,
and other members of the Outokumpu Leadership Team (“the Management”). The
Management together with the persons or companies closely associated with a member of
the Management constitutes the so called “Notifying Persons”. Outokumpu maintains a
non-public list of the Notifying Persons.
Outokumpu applies a restricted period of thirty (30) calendar days before the
announcement, as well the day of the announcement, of an interim financial report and a
year-end report – a so called “Closed Window”. During this period, the Management, the
persons subject to trading restrictions and any legally incompetent persons under their
custody shall not conduct any transactions, on his/her own account or for the account of a
third party, directly or indirectly, relating to the company’s shares or debt instruments, or
derivatives or other financial instruments linked thereto. Separate, non-public, projectspecific insider registers are maintained for insider projects. Persons defined as projectspecific insiders are those who, in the course of their duties in connection with a project,
receive inside information concerning the Group which, if or when realized, is likely to have
a significant effect on the value of the company’s publicly traded securities.
The Company has the obligation to inform the public as soon as possible of inside
information that directly concerns the Company, unless the Company has decided that the
publication of the inside information shall be delayed, in accordance with the applicable
insider regulations. The publication of inside information shall be made in accordance with
the Company’s Disclosure Policy.
Outokumpu’s General Counsel is responsible for the coordination and supervision of insider
topics.
Read more in our Insider Rules and Related Transactions Policy.
Related party transactions
The Second Shareholders’ Rights Directive (EU), the International Accounting Standards IAS 24, the Companies Act and the Securities Markets Act as well as the Finnish Corporate Governance Code constitute the primary legal framework in the related party transaction principles relevant to the Outokumpu Group and its related parties.
Definition of related parties and maintenance of the list of related parties
Outokumpu Corporation’s related parties are determined in accordance with the International Accounting Standards (IAS 24) and they include, i.a., the Group subsidiaries and Associated companies, Solidium Oy, members of the parent company’s Board of Directors and the Leadership Team as well as their related persons and companies. The company’s Legal and Compliance function maintains a non-public list of Outokumpu Oyj’s related parties, which is updated on a regular basis.
Evaluating related party transactions
Any transactions that are not conducted in Outokumpu Group’s ordinary course of business
or are not implemented under arms-length terms require specific approval according to the
Outokumpu Group’s Approval Policy. Any such transactions are escalated for review on the
Group’s executive level and cross-checked against the related parties. Any related party
transactions that are not conducted in Outokumpu Group’s ordinary course of business will
require a decision by Outokumpu’s Board of Directors and a transaction which would be
deemed material for Outokumpu’s shareholders will also have to be publicly disclosed. The
decision making of the Board of Directors also takes provisions on conflicts of interest into
account as board members cannot participate in deciding a matter concerning themselves.
Board members also have a conflict of interest and cannot participate in decisions
concerning a transaction with one of their related parties if that transaction is not part of
the company’s ordinary course of business or is not implemented under arms-length terms.
Monitoring and reporting related party transactions
Outokumpu’s Audit Committee monitors the evaluation process. Related party transactions are reported to the Audit Committee on a regular basis. Outokumpu’s finance and control functions monitor related party transactions regularly in arrears as a part of the company’s reporting and control procedures. Information on transactions concluded between the company and its related parties is disclosed annually in the company’s consolidated financial statement.