The company was found to have breached the rules by notifying and publishing a management transaction involving 1,400 registered shares 18 trading days late.
A non-executive member of the Credit Suisse Group Board of Directors instructed Credit Suisse Group Ltd to sell 1,400 Credit Suisse Group shares held in his custody account. A department within the company was responsible for the administration of the account of the person concerned. As the same department caused the sale of the shares, Credit Suisse Group Ltd was already aware of the existence of a reportable management transaction at the time that the transaction was executed. Yet notification of the sale was still delayed. Credit Suisse Group Ltd declared that the Board member had failed to follow the company's internal procedures for reporting management transactions, which resulted in delayed notification and publication of the transaction.
However, on completing its investigations SIX Exchange Regulation found that Credit Suisse Group Ltd already had knowledge of the reportable transaction when it was executed. Given that the transaction was carried out by a department within Credit Suisse Group Ltd, knowledge of the transaction must be imputed to the company. Accordingly, the company could and ought to have reported and published the transaction within three trading days as prescribed in the Exchange's rules.
By way of mitigation, it was acknowledged that the internal reporting system set up by the company was generally effective, and that reasonable efforts had been made to ensure compliance with the rules governing the disclosure of management transactions. It was also acknowledged that no sanction had been imposed against Credit Suisse Group Ltd in the last three years.
Overall the breach committed by the company was held to have been negligent, with the breach defined as minor. On these grounds, SIX Exchange Regulation issued Credit Suisse Group Ltd with a reprimand.
Obligation to disclose management transactions
The disclosure of management transactions promotes the provision of information to investors and contributes to the prevention and prosecution of market abuse.
Issuers with a primary listing on SIX Swiss Exchange have a number of obligations in relation to the disclosure of management transactions. Issuers must ensure, for example, that members of the Board of Directors and Executive Board notify the issuer of any transactions involving the issuer's equity securities, or related financial instruments, within two trading days. Issuers are also required to report any management transactions notified to them to SIX Exchange Regulation and to publish such information within three trading days.