MAR (Online)
10 Oct 2023
Tuesday 10th October | MAR
About this event
The third installment of our half-day training course.
The half-day online training course will be delivered by Daniel Roach and Caroline Emmet, fully qualified Company Secretaries with extensive governance experience across listed companies in multiple sectors and a wealth of practice in the application of MAR. The course content will also draw upon the combined knowledge of 50+ accomplished governance professionals working within the Company Matters team. The interactive sessions will include technical detail on MAR, practical examples and case studies to give you an in-depth knowledge of the subject and help your company to stay compliant.
Completing this course will contribute to 3.5 hours of Unstructured Continuing Professional Development (CPD)
The course will focus on:
- Inside information
- Dealings by Persons Discharging Managerial Responsibilities (PDMRs) and Persons Closely Associated (PCAs);
- an opportunity for Q&As with a specialist external advisor; and
- technical detail on UK MAR and relevant case law, market practice and insights from recent research and enforcement actions by Financial Conduct Authority (FCA)
Full Syllabus
Inside Information
- What is inside information? How do we, determine whether and when it has come into existence?
- Why is it important to be aware of inside information and control its disclosure?
- How do we determine the timing for disclosing inside information to the market? Should we release inside information immediately or delay disclosure? Understanding the reasons and process for doing so.
- What are the obligations and processes involved in respect of compiling insider lists and notifying individuals of their status as insiders and responsibilities under UK MAR?
- What is the role of the Company Secretary when inside information is leaked, and what actions need to be taken?
- How do organisations make market soundings in accordance with UK MAR?
- What is the role of the Company Secretary in respect of the inside information process, and in what ways can we effectively raise the profile of UK MAR and of inside information in the boardroom?
- How can boards and directors mitigate regulatory risk and exposure under UK MAR through the meeting agenda, board papers, ongoing training and effective decision making?
- What are the roles and responsibilities of the disclosure committee, and what is its place within an effective organisational corporate governance structure alongside the board and other committees?
- Practical insights and current trends from recent FCA enforcement action and case law and possible future areas of regulatory focus.
Dealings by PDMRs and PCAs
- How do we determine whether someone is a PDMR or PCA under UK MAR, and what are their associated obligations?
- What constitutes a transaction and which transactions should be notified?
- What is the tole and function of the share dealing code and associated polices?
- What processes and record keeping are required or recommended?
- How can we, as Company Secretaries, support our PDMRs and their PCAs?
- Practical insights from recent FCA enforcement action and case law and possible future areas of regulatory focus.
Practical Scenarios and Q&As
In this session we will combine our earlier discussions about the technical detail about UK MAR and case law, insights from recent FCA enforcement, case law and market practice through a practical workshop scenario. We look at how to embed the decision-making processes and the factors to be considered when identifying and disclosing inside information and in respect of PDMR and PCA dealings. We also explore associated best practice as well as the practical challenges to overcome and the pitfalls to avoid.
This session involves a group discussion and an opportunity for Q&As with a specialist external advisor.
Date:
Tuesday 10th October 2023
Timings:
- 09:00am – Session 1 – Inside Information
- 10:30am – Session 2 – PDMR and PCA
- 11:30am – Session 3 – Practical Scenarios and Q&A
- 12:30pm - Finish
Format:
Online, Teams
Price:
£395 + VAT
Please see more information about the co-hosts below:
Daniel Roach, Assistant Manager, Company Matters, part of Link Group.
Dan is an Assistant Manager who provides support and oversight to a broad range of companies, both premium listed and private, in the investment trust, real estate and retail sectors, including to a number of FTSE 250 clients.
Dan provides trusted day-to-day governance advice to his clients in addition to board meeting support, statutory and regulatory compliance and corporate reporting. He has also led project-based work including pre- and post-IPO support and has supported a large number of corporate transactions and equity raises.
Prior to joining Company Matters in 2013, Dan completed his PhD in History at the University of Exeter.
Caroline Emmet, FCIS – Associate Director, Company Matters, part of Link Group
Caroline joined Company Matters in 2014 and, has provided a variety of tailored company secretarial services to a range of our clients, including AIM, Main Market and overseas commercial and investment companies.
She has also been involved in project-based work, including reviews of governance arrangement and pre-IPO and post-IPO support. Also a member of our Technical Committee, which ensures that colleagues are up-to-date on legal, regulatory and corporate governance developments relevant to company secretaries and their clients with a particular focus on MAR.
Prior to qualifying as a Company Secretary, Caroline worked at Rothschild & Co, a leading investment bank, advising large and mid-cap companies and private equity groups on mergers, acquisitions, disposals and debt and equity financings, in the UK and abroad.
