You Do Not Need a Senior Job to Be an Insider

2. You do not need a senior job to be an insider

An insider is either a connected person or anyone possessing or accessing UPSI. Someone outside the company can therefore be an insider, however they received the information.

For company securities, a connected person has a direct or indirect company relationship during the preceding six months that permits, or could reasonably permit, UPSI access. Employment, directorships, contracts, professional advice, regular contact and relationships involving trust can count, even temporarily.

Certain connections are presumed unless disproved. They include relatives of connected persons; holding, associate and subsidiary companies; company bankers; and specified organisations and personnel in securities services, investment management, mutual funds, exchanges, clearing organisations, public financial institutions and recognised self-regulatory organisations.

The presumption also covers certain entities in which a company director, their relative or company banker holds more than 10%; firms where a connected person is a partner, including their partners and employees; and people sharing that connected person’s home. Broader family and connection provisions took effect on 6 December 2024.

Relative includes a spouse; parents, siblings and children of the person or their spouse; and spouses of those siblings and children. Immediate relative includes the spouse independently. It also includes parents, siblings and children of either the person or their spouse if they depend financially on the person or consult them about securities trading.

A designated person comes within an organisation’s internal trading controls. The mandatory categories include:

• Employees selected because of their role or UPSI access, including relevant employees of material subsidiaries—subsidiaries significant enough to meet the applicable materiality test.
• All promoters of listed companies. For intermediaries and fiduciaries, the compulsory promoter category covers promoters who are individuals or investment companies. These categories do not depend on demonstrated UPSI access.
• The CEO and employees up to two levels below the CEO in covered listed companies, intermediaries, fiduciaries and their material subsidiaries, regardless of role or ability to access UPSI.
• Support staff, such as IT or secretarial staff, who have UPSI access.

In everyday terms, a promoter is a person or entity behind a company; promoter group includes specified associated people and entities. Their exact legal definitions are imported from SEBI’s capital-issue rules and are not reproduced here. Fiduciaries here means professional businesses assisting or advising companies, such as auditors, lawyers and consultants.

Being left off a designated-person list does not remove the wider insider-trading ban. Equally, a presumed connection can be challenged with evidence.