The Surveillance department of Nasdaq Copenhagen is responsible for supervising issuers and member firms with regards to compliance with exchange regulation. The relevant sets of rules that issuers and member firms are obliged to comply with are published on Nasdaq Copenhagen’s website.
An investigation will be initiated if the Surveillance department finds that an issuer or a member firm may have violated one or several provisions of the relevant rules.
The Surveillance department will seek to identify the possible violation and ask the issuer or member firm to explain its actions. In some cases more information is needed and the Surveillance department may contact the issuer or member firm several times and ask for further information and relevant material.
A copy of all correspondence and documentation between the Surveillance department and the issuer or the member firm may be forwarded to the Danish Financial Supervisory Authority in accordance with the rules laid down in the Danish Securities Trading Act.
In order for an investigation to be sufficiently documented, any correspondence will as a rule be conducted in Danish and in writing. That does not prevent physical meetings to take place with the participation of representatives of the issuer or the member firm and the exchange. Nasdaq Copenhagen may call upon such meetings, but will also, to the extent that it would not cause undue delay for the processing of the matter, be accessible for the party that is subject to the matter, should it wish to call upon a meeting.
If the investigation leads to the conclusion that no violation of the rules has taken place or that a violation has been insignificant, the matter can be finalized with either a remark or without further measures.
If the conclusion is that a violation of rules has taken place, but that it is of minor importance, a non-public reprimand can be issued.
In more severe cases where the issuer or the member firm is considered to have violated the rules of the exchange a proceeding involving the Nasdaq Copenhagen Disciplinary Committee is initiated. This type of proceedings against issuers or member firms is typically initiated where the sanction is likely to be in the form of a reprimand as a minimum.
Proceedings in the Disciplinary Committee
Based on the investigation and assessment by the Surveillance-department, the first step is for the Surveillance department to prepare a paper in which the case is argued. This paper is presented to the Copenhagen legal department. If the legal department agrees with the assessment of the Surveillance department that disciplinary proceedings should be initiated, the paper and other relevant material will be presented to the Disciplinary Committee.
When the Disciplinary Committee has reached a decision, it will be communicated to the Surveillance department, and the Surveillance department will without undue delay send a closing letter to the issuer or member firm with further information of the timing of publication of the disciplinary ruling. This normally means that the issuer or member firm will be informed of the decision a couple of days before its publication. Publications of decisions are handled by the Surveillance department and takes place by dissemination of a marketplace notice in combination with publishing the decision in the publication Decisions & Statements on Nasdaq Copenhagen’s website.
In order to ensure more transparency about the decisions from Nasdaq Copenhagen, the exchange as a rule publishes all decisions concerning a reprimand or a fine, with the identity of the issuer or the member firm. In cases with less serious violations of the rules or where special circumstances apply, the exchange may choose not to publish the identity of the issuer or member firm.
The Disciplinary Committee
The Disciplinary Committee is an internal body, separated from the Copenhagen Surveillance department. The Committee will decide on suspected violations of the Nasdaq Copenhagen rules for issuers and in proceedings against member firms of the exchange in cases where the memberfirm is deemed to have violated the NASDAQ Nordic Member Rules (NMR) and where the sanction is likely to be in the form of a reprimand as a minimum.
Furthermore, the Disciplinary Committee can make decisions in cases of extensive and/or fundamental importance in accordance with the rules of the exchange. Sanctions in such cases could be monetary fines, de-listing or termination of membership.
The CEO of Nasdaq Copenhagen appoints the members of the Committee. The Chairman of the Committee is the CEO of Nasdaq Copenhagen and the Vice Chairman the Chief Counsel Europe, Office of General Counsel. Other members of the Committee are Head of European Surveillance and a representative from legal, Nasdaq Copenhagen.
The current members of the Disciplinary Committee of Nasdaq Copenhagen are:
Vice President, Nasdaq Copenhagen, Nikolaj Kosakewitsch (Chairman)
Chief Counsel Europe, Nasdaq, Inc., Andreas Gustafsson (Vice Chairman)
Head of European Surveillance, Nasdaq, Inc., Jimmy Kvarnström
Sr. Associate General Counsel, Nasdaq Copenhagen, Anne Zeuthen Løkkegaard