Insider trading erodes the confidence of investors and is antithetical to market fairness and efficiency.
"Insiders" means all persons who come into possession of material inside information before its public release. For this purpose, insiders are such persons who are controlling shareholders, directors, officers, managers and employees, including spouse, parents, siblings and those under the control of insiders as well as persons induced by such persons who come into possession of material inside information.
"Inside information" means the information which the company temporarily withholds and has not been released to the public at large, and which is intended for use solely for a corporate purpose and not for any personal use.
"Insider trading" refers to misappropriation or misuse of company’s material, non-public information by a person entrusted by the company, for his/her own benefits. It includes :
(1) Trading (purchase or sell) of securities of the company made by a person who has any beneficial & interest, direct or indirect, in such trading regardless of whether he/she makes the trading in his/her own name.
(2) Offer to purchase or sell or invite any other person to purchase or sell company’s securities with intention to take advantage of or benefit from the non-public information.
(3) Disclosure of inside information to the public whereby outside persons can trade on the company’s securities by depending on the non-disclosed information.
We in RCL support efforts to prohibit insider trading, in the believe that it offends basic notions of fairness and jeopardise the integrity of the open market. This fairness notion rest on the principle that insiders should not have an undue advantage over other investors in the market.
Thus RCL support a standard whereby liability would be based on a finding that an individual traded or benefited while in knowing possession of material, non-public information. The Securities & Exchange Control of Thailand (SEC) and the Company policies prohibit employees, directly or indirectly through their families or other, from purchasing or selling company’s shares while in the possession of such material, non-public information.
To avoid even the appearance impropriety, our policy also prohibits employees from trading in the company’s shares even after material information has been disclosed, for a period sufficient to permit evaluation of the information by investors.
The following are guidelines/ procedures to be observed and complied by all staff of RCL (which includes their related family members), all of whom are defined as “Insiders” (see definition above):
(1) Insiders are prohibited from trading of securities of the company at least 4 weeks prior to the company’s official release of material information.
(2) Insiders must disclose to the company all their trading of company’s securities, regardless directly or indirectly within 48 hours of the transactions.
In addition, SEC further requires members of the management team, i.e VPs and above, to submit form (59-1) and form (59-2), whichever is applicable, within certain time frame. Form 59-1 is to be lodged within 30 days by a person who is in possession of any RCL securities at the time of his/her appointment as a member of RCL’s management team. Form 59-2 is however required to be submitted within 3 working days of any purchase or disposal of RCL securities by the member of the management team. (Please refer to forms attached)
(3) It is understandable that soon after the release of material information, the insiders may begin to trade. However, insiders should refrain from trading, even after material information has been disclosed, until the public has had an opportunity to evaluate it thoroughly.The recommended waiting period is at least 48 hours after the general publication of the release.
(4) Insiders are to report their purchases or sales of the company’s securities to prevent trading with inside information and to avoid any question of the propriety of insider purchase or sales.
(5) Under the provision of the SEC, the authorities shall have the right to call upon such person to deliver the benefits which he has gained from such trading or from the disclosure of information within a six months period from the date on which he gained access to such information. In this regard, such person shall deliver the benefit as claimed within the time specified by the authorities
(6) Last but not least, all staff are reminded that the Company take a serious view in such matters and if staff is found to have acted against the above policies, he/she shall be subject to investigations and where deemed appropriate, their service will be terminated without any compensation. Any violation will be construed as a crime against law under Articles 241 and 242 of the Securities and Security
Exchange Act B.E. 2535.
Insider Trading P&P
7 April 2006