Market Abuse Regulation (MAR) Dealing code and policy documents

Specimen documents for the implementation of the Market Abuse Regulation (MAR), including a group-wide dealing policy, dealing code and dealing procedures manual.

In April 2016, the Financial Conduct Authority (FCA) announced in Policy Statement 16/13  that, following the implementation of the Market Abuse Regulation (MAR) on 3 July 2016, Annex 1 of Listing Rule 9, known as the ‘Model Code’ would be withdrawn as it is not compatible with MAR. According to the Policy Statement, feedback received by the FCA generally agreed that the Model Code should be withdrawn, but was mixed on the question of whether, and if so, how, it should be replaced. The FCA concludes, 'We note the suggestion of an industry-led development of codes or best practice in this area and we would support such a development.'

ICSA: The Governance Institute, GC100, the Quoted Companies Alliance and other market participants agreed that it would be of great benefit for listed and quoted companies to be able to turn to an equivalent version of the FCA's Model Code with the introduction of a single, industry-led dealing code rather than a variety of, no doubt broadly similar, codes which would potentially create confusion in the market.

This guidance note contains:

1. A general introduction
2. A ‘specimen’ group-wide dealing policy.  Some companies may wish to issue this to all employees as an introduction to the concept of market abuse.
3. A ‘specimen’ dealing code. The assumption is that companies will probably wish to issue this to PDMRs and those other individuals whom they wish to be covered by the company’s process.
4. A ‘specimen’ dealing procedures manual for the use of the company secretary or whoever else in the company is responsible for the implementation and management of the systems and procedures for its clearance procedures for dealing by PDMRs and other individuals to whom dealing restrictions apply.

These documents should be reviewed by the company to reflect their own individual circumstances and requirements. ICSA will notify those who register for updates of any revisions that are made.