1. Purpose of this note

This note accompanies the draft Securities Industry (Insider Trading) Guidelines, 2026 (the “Guidelines”) and explains why the Guidelines have been prepared, the statutory basis for their issue, the principal areas they cover, and why their approval and issue by the Commission are both necessary and timely.

2. Statutory basis and authorship

The Guidelines are issued in exercise of the powers conferred on the Commission by section 209 of the Securities Industry Act, 2016 (Act 929) as amended by the Securities Industry (Amendment) Act, 2021 (Act 1062). Section 209 empowers the Commission to issue guidelines for the proper administration of the Act and binds market operators to comply with them.

3. Reasons for preparation

Sections 153 and 154 of Act 929 establish the criminal prohibitions against insider Trading and the unlawful disclosure of inside information. However, the statutory provisions alone do not provide market operators or supervised entities with the operational rules required for day-to-day compliance, nor do they equip the Commission with the surveillance and reporting architecture needed for effective detection and enforcement. The Guidelines fill that gap by:

• Operationalizing the statutory prohibitions through clauses defining what constitutes insider Trading, the categories of connected persons, and the circumstances in which possession of inside information triggers compliance obligations.
• Imposing compliance obligations on listed bodies corporate and market operators – including the appointment of a compliance officer, the maintenance of insider lists, blackout periods, pre-clearance of trades and contra-trade restrictions.
• Introducing a trading plan regime that allows insiders to trade lawfully in a transparent, pre-approved manner consistent with international practice and subject to a ninety-day cooling-off period.
• Establishing a Suspicious Transaction and Order Reports (STOR) regime for broker-dealers, the Ghana Stock Exchange and the Central Securities Depository, supported by mandatory documented systems, training and seven-year recordkeeping.
• Providing standardized forms (Schedules 1-5) to ensure consistent compliance, reporting and supervisory analysis across supervised entities.

4. Why this Guideline is necessary

(a) Discharge of statutory mandate. Section 209 of the Act confers authority on the Commission to issue guidelines for the administration of the Act. The Commission cannot effectively supervise or enforce the insider Trading regime without subsidiary rules that translate the statutory offences into operational obligations.

(b) Investor protection and market integrity. Insider trading is among the most corrosive forms of market misconduct. The absence of operational guidelines undermines investor confidence in the integrity of price discovery on our markets.

(c) Enforcement readiness. The standardized disclosure obligations, recordkeeping requirements and the STOR mechanism provide the evidentiary foundation upon which the Commission may bring administrative and criminal proceedings under sections 153 and 154 of the Act.

(d) Alignment with international standards. The Guidelines, and in particular the STOR mechanism in Part E, align Ghana’s framework with the supervisory practice of credible peer regulators. This is increasingly relevant for cross-border investor diligence, the Commission’s IOSCO MMoU posture and prospective ECOWAS capital markets integration.

(e) Filling existing regulatory gaps. The Guidelines contain features of market surveillance, trading plans, fair disclosure codes, or anonymous whistleblower channels not covered under section 153 of Act 929.

5. Key areas of the Guidelines

The Guidelines are organized in six Parts and five Schedules. The principal areas covered are:

• Part A – Preliminary: scope of application (listed securities, securities admitted to trading and derivative securities); permitted exclusions (own-share buy-backs and public debt management); and core prohibitions on communication, procurement and trading on material non-public information.
• Part B – Insider Trading and Unlawful Disclosure: substantive prohibitions and the elements of the offences; circumstances in which a person is considered to possess inside information; and liability under section 154 of the Act.
• Part C – Codes of Fair Disclosure and of Conduct: the issuer’s obligation to publish a Code of Fair Disclosure and designate a Chief Investor Relations Officer; the obligation on bodies corporate and market operators to formulate Codes of Conduct meeting prescribed minimum standards; appointment of a compliance officer; and the trading plan regime.
• Part D – Disclosures of Trading by Insiders: disclosure within two trading days of trades; quarterly insider list submissions to the Commission; data-protection safeguards consistent with the Data Protection Act, 2012 (Act 843).
• Part E – Reporting Suspicious Transactions and Orders (STORs): the obligation on broker-dealers, the securities exchange and the depository to detect, document and report suspicious orders and transactions; supporting systems, training, timing and content requirements; anonymous reporting channels with protection under the Whistleblower Act, 2006 (Act 720).
• Part F- Miscellaneous: penalties cross-referenced to section 153 of the Act; administrative penalties; a six-month transitional window for market operators; exemption and waiver powers under section 210; and an interpretation clause.
• Schedules 1-5: standardized forms for trading plans, insider lists, statements of insider holdings, notifications of insider transactions and the STOR template.

6. Way Forward

The Commission is inviting market operators and the general investing public to comment on this Guideline.

All comments should be sent to perez.ntiamoah@sec.gov.gh on or before Monday, 20th July 2026.

Download the full Draft Securities Industry (Insider Trading) Guidelines, 2026, here