No dealings in any securities may be effected by or on behalf of a listed company or any other member in its group at a time when, under the provisions of the Model Code, a director of the company would be prohibited from dealing in its securities, unless such dealings are entered into:
6The Act provides that an individual who is not a director can still be a person discharging managerial responsibilities in relation to an issuer if they are a “senior executive of such an issuer” and they meet the criteria set out in the Act.
An individual may be a “senior executive of such an issuer” irrespective of the nature of any contractual arrangements between the individual and the issuer and notwithstanding the absence of a contractual arrangement between the individual and the issuer, provided the individual has regular access to inside information relating, directly or indirectly, to the issuer and has power to make managerial decisions affecting the future development and business prospects of the issuer.
The contact person referred to in LR 9.2.11 R will be expected to be:
- (2) 7
produce and disclose in the annual report and accounts the actual figures for the same period covered by the information reproduced under paragraph (2)(a); and
provide an explanation of the difference, if there is a difference of 10% or more between the figures required by paragraph (2)(b) and those reproduced under paragraph (2)(a).
6An issuer must at all times ensure that the discretion of its board to make strategic decisions on behalf of the company has not been limited or transferred to a person outside the issuer's group, and that the board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the issuer's group.