Call for Feedback on the Draft Securities Industry (Insider Trading) Guidelines, 2026
Ghana’s SEC Seeks Feedback on Landmark Draft Insider Trading Guidelines
Accra, Ghana – The Securities and Exchange Commission (SEC) of Ghana has released a draft of the Securities Industry (Insider Trading) Guidelines, 2026, signalling a significant step towards bolstering market integrity and investor protection. The Commission is actively soliciting feedback from market operators and the public on this crucial regulatory initiative, which aims to operationalise existing statutory prohibitions against insider trading and unlawful disclosure of inside information.
Issued under the authority granted by Section 209 of the Securities Industry Act, 2016 (Act 929), as amended by the Securities Industry (Amendment) Act, 2021 (Act 1062), these Guidelines are designed to provide the necessary operational framework for both market participants and the Commission itself. While Sections 153 and 154 of Act 929 criminalise insider trading and the improper disclosure of inside information, the SEC notes that these provisions alone do not offer the granular, day-to-day compliance rules required by supervised entities, nor do they equip the Commission with the robust surveillance and reporting architecture essential for effective enforcement.
The draft Guidelines are poised to bridge this regulatory gap by clearly defining what constitutes insider trading, identifying categories of connected persons, and specifying the circumstances under which possession of inside information triggers compliance obligations. Key provisions include imposing mandatory compliance duties on listed companies and market operators, such as the appointment of compliance officers, the meticulous maintenance of insider lists, adherence to blackout periods, and the implementation of pre-clearance procedures for trades and contra-trade restrictions.
A notable innovation within the Guidelines is the introduction of a trading plan regime. This mechanism is intended to allow insiders to engage in lawful trading in a transparent and pre-approved manner, aligning Ghana’s regulatory landscape with international best practices. A mandatory ninety-day cooling-off period will be a cornerstone of this regime. Furthermore, the draft introduces a Suspicious Transaction and Order Reports (STOR) framework for broker-dealers, the Ghana Stock Exchange, and the Central Securities Depository. This framework mandates documented systems, comprehensive training, and a seven-year recordkeeping obligation to facilitate the detection and reporting of illicit activities. Standardised forms, detailed in Schedules 1-5, are also provided to ensure consistency in compliance, reporting, and supervisory analysis across all supervised entities.
The SEC underscores the necessity of these Guidelines for several critical reasons. Firstly, they are essential for the discharge of the Commission’s statutory mandate to properly administer the Securities Industry Act. Without these subsidiary rules, effective supervision and enforcement of the insider trading regime would be severely hampered. Secondly, the Guidelines are vital for investor protection and the preservation of market integrity, as insider trading is recognised as a corrosive form of market misconduct that erodes investor confidence in the accuracy of price discovery.
Thirdly, the Guidelines are crucial for enforcement readiness. The standardised disclosure obligations, stringent recordkeeping requirements, and the proposed STOR mechanism will provide the Commission with the necessary evidentiary foundation to pursue administrative and criminal proceedings under Sections 153 and 154 of the Act. Fourthly, the draft aligns Ghana’s regulatory framework with international standards, particularly through the STOR mechanism, enhancing the country’s standing with credible peer regulators, supporting cross-border investor diligence, and bolstering its position within the IOSCO Multilateral Memorandum of Understanding (MMoU) and prospective ECOWAS capital markets integration initiatives. Finally, the Guidelines address existing regulatory gaps by incorporating elements of market surveillance, trading plans, fair disclosure codes, and anonymous whistleblower channels that are not explicitly covered under Section 153 of Act 929.
The draft Guidelines are structured into six Parts and five Schedules. Part A outlines the preliminary scope of application, including listed securities, securities admitted to trading, and derivative securities, while also detailing permitted exclusions such as own-share buy-backs and public debt management, and establishing core prohibitions on the communication, procurement, and trading of material non-public information. Part B delves into the substantive prohibitions and elements of insider trading and unlawful disclosure offences, defining circumstances under which a person is deemed to possess inside information and outlining liability under Section 154.
Part C addresses Codes of Fair Disclosure and Conduct, mandating issuers to publish a Code of Fair Disclosure and designate a Chief Investor Relations Officer. It also requires bodies corporate and market operators to formulate Codes of Conduct meeting prescribed minimum standards, appoint compliance officers, and implement the trading plan regime. Part D focuses on the disclosure of trading by insiders, stipulating disclosure within two trading days of trades and quarterly submissions of insider lists to the Commission, with safeguards for data protection consistent with the Data Protection Act, 2012 (Act 843).
Part E details the Reporting of Suspicious Transactions and Orders (STORs), obligating broker-dealers, the securities exchange, and the depository to detect, document, and report suspicious orders and transactions. This section specifies requirements for supporting systems, training, timing, and content, and includes provisions for anonymous reporting channels with protections under the Whistleblower Act, 2006 (Act 720). Part F covers miscellaneous provisions, including penalties cross-referenced to Section 153 of the Act, administrative penalties, a six-month transitional period for market operators, and the Commission’s exemption and waiver powers under Section 210, along with an interpretation clause. The Schedules provide standardised forms for trading plans, insider lists, statements of insider holdings, notifications of insider transactions, and the STOR template.
The SEC encourages all market operators and the general investing public to submit their comments on the draft Guidelines.
