List of persons discharging managerial responsibilities

An issuer shall draw up a list of all persons discharging managerial responsibilities and persons closely associated with them. The same obligation applies to emission allowance market participants. This list is not to be confused with an issuer’s insider list. This list is not to be sent to FI. However, FI is permitted to request this list should the need arise.

Issuers and emission allowance market participants are responsible for informing persons discharging managerial responsibilities in writing about their obligations pursuant to Article 19(5) of the EU's Market Abuse Regulation (MAR). In order to be able to prove when needed that this obligation has been met, FI considers it to be desirable for the issuer or emission allowance market participant to also ensure that it receives written confirmation that PDMRs have received this notification.

As PDMRs have to notify both FI and the issuer or emission allowance market participant of transactions, FI recommends that affected issuers and emission allowance market participants ensure that they have the capacity to receive such notifications. One way to notify an issuer of a transaction is to use the receipt obtained in FI's electronic reporting system.

Sanctions

Under Chapter 5, Section 2 of the EU Market Abuse Regulation (Supplemental Provisions) Act, FI shall intervene against those who fail to notify FI, and the concerned companies or bodies, of their own transactions in accordance with Article 19(1)–19(2) and 19(6)–19(7) of MAR, or who fail to comply with the information obligation pursuant to the first and second paragraphs of Article 19(5) of MAR, or who fail to comply with the obligation to keep a list in accordance with the first paragraph of Article 19(5) of MAR.

Chapter 5, Section 3 of the EU Market Abuse Regulation (Supplemental Provisions) Act entails that interventions pursuant to Sections 1 or 2 take place through a decision being made on, for example, an administrative fine in accordance with Sections 6, 7 or 8. Administrative fines are determined as per the following:

1. for a legal person:

a) an amount in SEK that is equivalent to EUR 1m on 2 July 2014,

b) two per cent of the legal person's or, where appropriate, the group's turnover in the previous financial year,

c) three times the profit that the legal person, or a third party, obtained as a result of the regulatory infringement, where this amount can be ascertained, or

d) three times the costs that the legal person, or a third party, avoided as a result of the regulatory infringement, where this amount can be ascertained,

2. for a natural person:

a) an amount in SEK that is equivalent to EUR 500 000 on 2 July 2014,

b) three times the profit that the natural person, or a third party, obtained as a result of the regulatory infringement, where this amount can be ascertained, or

c) three times the costs that the natural person, or a third party, avoided as a result of the regulatory infringement, where this amount can be ascertained.

An intervention pursuant to the EU Market Abuse Regulation (Supplemental Provisions) Act may involve sanctions such as a remark or an administrative fine. A ban on trading on your own account or a ban on discharging management responsibilities within an investment firm may be considered.

Further details concerning what is taken into account when setting this maximum amount can be found in Chapter 5, Sections 15–18 of the EU Market Abuse Regulation (Supplemental Provisions) Act. FI may refrain from intervening if the infringement is minor or excusable, the person in question rectifies the matter, if there are other special grounds or if some other body has taken action against the person and this action is deemed sufficient.

FAQ

Please note that the obligation to keep a list of persons discharging managerial responsibilities and to inform those concerned about their obligations is that of the issuer. Consequently, the issuer must be well aware of its obligations.
We have compiled the most frequently asked questions and their answers in the document below.

FI is able to answer questions, provide information about applicable provisions and give guidance. As a supervisory authority, however, FI is unable to provide advance decisions in individual cases. Consequently, if representatives of the issuer are uncertain about how lists of persons discharging managerial responsibilities and information is to be handled within the company, they are recommended to contact a legal adviser who is able to help them make an assessment on the basis of the circumstances that are specific to the issuer in question.

FI's FAQ about lists of persons discharging managerial responsibilities (in Swedish)

ESMA's questions and answers on the Market Abuse Regulation, last updated on 29 March 2019

Regulations

EU provisions

Rules concerning the handling of list of persons discharging managerial responsibilities can be found in the Market Abuse Regulation, which entered into force on 3 July 2016. The European Securities and Markets Authority (ESMA) continually publishes questions and answers that provide advice about how the Market Abuse Regulation is to be applied.

Market Abuse Regulation (EU) 596/2014

Swedish provisions

EU Market Abuse Regulation (Supplemental Provisions) Act (2016:1306)

Last reviewed: 2022-01-21