After on-site inspections at issuers’ premises revealed at times serious shortcomings in compliance organisation, the Austrian Financial Market Authority FMA has published a “Circular on compliance rules pursuant to the Börsegesetz (BörseG; Stock Exchange Act) and the Emittenten-Compliance-Verordnung 2007 (CDI 2007; Compliance Decree for Issuers)”. This Circular explains, from a practical perspective, how issuers can implement compliance requirements in accordance with the statutory provisions and in a targeted manner.<\/p>
Additionally, an amendment to the CDI 2007 has introduced the new concept of “compliance-relevant information”. As well as inside information, this also includes other “confidential, price-sensitive information” even if not all criteria for inside information have been met. The aim is to ensure that internal, non-public issuer activities with potential relevance to price are incorporated into the issuer’s compliance process from an early stage.<\/p>
The Circular provides clear and practical information on how to design in-house compliance guidelines, how to structure compliance internally, and on the rights and duties as well as internal role of the Compliance Officer, a position that is required by law to be established in most companies. Detailed information is provided on when and how confidentiality areas should be set up, and on the approach to be adopted when disclosing compliance-relevant information. Also covered in detail is the issue of preparing a confidentiality declaration, ensuring that it is drawn up properly and in accordance with the statutory provisions. The Circular explains the cases in which blocking periods and trading bans are required and under which conditions exceptions from these can be granted. Finally, information is also included on the types of compliance training to be carried out by issuers.<\/p>