Principles on Related Party Transactions
Elisa complies with legislation concerning related party transactions. In accordance with the legislation and the Corporate Governance Code, Elisa ensures that requirements related to monitoring, assessing, decision-making and disclosure of related party transactions are complied with. The Board of Directors has adopted a Related Party Transaction policy which contains principles for monitoring and assessing Elisa's related party transactions. The Board of Directors monitors and assesses related party transactions at Elisa.
Elisa has defined the parties that are related to the company and Elisa's Legal Affairs department maintains a list of individuals and legal persons who are considered as related parties. Elisa maintains up-to-date guidelines on related party regulation and the monitoring thereof. Requirements regarding related party transactions have also been taken into account in Elisa's Anti-Corruption and Bribery Policy and Elisa's Conflicts of Interest Policy.
Elisa may enter into transactions with its related parties, as long as the transactions are part of Elisa's ordinary business operations and made according to ordinary business terms and conditions. In such situations Elisa's internal guidelines and decision-making processes must be complied with. Related party transactions that deviate from normal business operations, or are not made according to ordinary business terms, are decided on by the Board of Directors, respecting provisions on disqualification.
Potential related party transactions are regularly monitored in Elisa's business and support units and through surveys conducted to the related parties. A director, who belongs to the related parties of Elisa must, without undue delay, notify Elisa's Related Party Administration about a related party transaction or a planned related party transaction that the director has become aware of. The Internal Auditing function monitors any potential conflicts of interest. Results of the monitoring of related party transactions are reported regularly to the Audit Committee.
Elisa reports on related party transactions regularly in its financial statements. Related party transactions that are material to shareholders and that deviate from normal business operations or are not made according to ordinary business terms and conditions, shall be published in accordance with the Securities Market Act and the Nasdaq Helsinki rules of the Exchange.
Main procedures relating to insider administration
Elisa complies with the guidelines from Nasdaq Helsinki Ltd for insiders in force at any given time. In addition, Elisa’s Board of Directors has approved insider guidelines for Elisa Group to complement Nasdaq Helsinki’s guidelines for insiders.
According to the Market Abuse Regulation (Regulation (EU) No 596/2014), the members of Elisa's Board of Directors and Elisa's Corporate Executive Board are defined as persons discharging managerial responsibilities within Elisa. A person discharging managerial responsibilities within Elisa must not conduct any transactions relating to Elisa's shares or other financial instruments during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report. It is advisable for a person discharging managerial responsibilities to make long-term investments in Elisa and to conduct the transactions after the publication of Elisa’s financial results. Transactions made by persons discharging managerial responsibilities in Elisa and persons closely associated with them are disclosed according to the Market Abuse Regulation.
Insider lists include persons who have access to specific inside information (insider projects). A person listed on the insider lists must not make any transactions in Elisa shares or other financial instruments during the time they are registered on the list.
Elisa’s Legal Affairs department monitors compliance with insider guidelines and maintains the list of persons discharging managerial responsibilities and persons closely associated with them as well as the insider lists.