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After imposing a fine on CybAero amounting to three annual fees just yesterday, the Disciplinary Committee of Nasdaq Stockholm announced that has found that Skandinaviska Enskilda Banken AB (SEB) has breached Nasdaq Stockholm’s Rule Book for Issuers (“the Rule Book”) and, accordingly, has ordered SEB to pay a fine of one annual fee, corresponding to an amount of SEK 3,105,000.
The Disciplinary Committee has found that SEB breached item 3.1 of the Rule Book in its handling of information disclosure in conjunction with Annika Falkengren’s resignation as CEO of the bank.
On December 13, 2016, a discussion was initiated between Annika Falkengren and SEB’s Chairman of the Board regarding Annika Falkengren’s potential resignation as CEO of SEB. On December 29, 2016, SEB’s Group Head of Communications and a senior advisor to Annika Falkengren were informed of the situation. On January 13, 2017, SEB’s Chairman called an extraordinary Board meeting on January 15, 2017 as a result of the ongoing discussions with the CEO. At the same time, approximately 20 people were informed about the situation. At the Board meeting on January 15, 2017, Annika Falkengren formally announced her resignation as CEO of SEB, which was communicated by a press release at 07:30 CET on January 16, 2017.
According to item 3.1 of the Rule Book, an issuer shall disclose inside information as soon as possible in accordance with Article 17 of the EU Market Abuse Regulation (“MAR”). According to the same Article, the issuer may, on its own responsibility, delay the disclosure of inside information provided that all conditions under MAR are met.
SEB made no decision to delay the disclosure of the information regarding the CEO’s resignation, but resolved to prepare an insider register on January 15, 2017, after the close of the Board meeting.
According to the Disciplinary Committee, the discussions relating to the CEO leaving her position in SEB constituted intermediary steps in a protracted process, each of which could represent inside information, which began on December 13, 2016, and concluded with her formal resignation at the Board meeting on Sunday, January 15, 2017.
On Friday, January 13, 2017, the Chairman of the Board decided to call a Board meeting on Sunday, January 15, 2017, and this must be regarded, according to the Disciplinary Committee, as an indication of the realistic prospect that the CEO would resign within a relatively short period of time. This is supported by the fact that, with only a couple of days’ notice, the Board meeting was called on a Sunday, at which the CEO submitted her formal resignation. The Disciplinary Committee thus considers that, at this stage of the process, the information regarding the CEO’s consideration of resigning must be regarded as having reached such a high level of specificity that the information at this intermediate step in itself was sufficiently specific to constitute inside information. In addition, according to the Disciplinary Committee, the information could be expected to have an impact on the share price.
In the opinion of the Disciplinary Committee, SEB has thus breached item 3.1 of the Rule Book by not preparing an insider register on January 13, 2017, and not deciding to delay the disclosure while awaiting the CEO’s formal resignation or her withdrawal of the stated resignation from the position as CEO. The Disciplinary Committee decided that the sanction should be a fine corresponding to one annual fee.