The member States of the Council of Europe, signatories hereto,
Considering that the aim of the Council of Europe is to achieve a greater unity between
Considering that certain financial transactions in securities traded on stock exchanges
are carried out by persons seeking to avoid losses or to make profits by using the
privileged information available to them, thus undermining equality of opportunity as
between investors and the credibility of the market;
Considering that such behaviour is also proving dangerous for the economies of the member
States concerned and in particular for the proper functioning of the stock markets;
Considering that, because of the internationalisation of markets and the ease of
present-day communications, operations of this nature are carried out sometimes on the
market of a State by persons not resident in that State or acting through persons not
Considering that efforts to counter such practices which are already being made on the
domestic level in many member States make it essential to set up specific machinery to
deal with these situations and co-ordinate endeavours at international level,
Have agreed as follows:
Chapter I Definitions
- For the purposes of this Convention an irregular operation of insider trading means an
irregular operation carried out by a person:
- who is the president or chairman, or a member of a board of directors or other
administrative or supervisory organ, or is the authorised agent or in the employment of an
issuer of securities, and has effected or caused to be effected an operation on an
organised stock market knowingly using information not yet disclosed to the public, the
possession of which he obtained by reason of his occupation and the disclosure of which
was likely to have a significant influence on the stock market, with a view to securing an
advantage for himself or a third party;
- who has entered into the transactions described above knowingly using not yet disclosed
information which he obtained in the performance of his duties or in the course of his
- who has entered into the transactions described above knowingly using not yet disclosed
information communicated to him by one of the persons mentioned in a or b above.
- For the purposes of applying this Convention:
- the expression "organised stock market" signifies stock markets subject to
regulations established by authorities recognised by the government for this purpose;
- the term "stock" signifies transferable securities issued according to the
national legislation of each Party by business firms or companies or other issuers, where
such securities may be bought and sold on a market organised in accordance with the
provisions of paragraph a above, as well as other transferable securities admitted on that
market in conformity with the national rules applicable to it;
- the expression "operation" signifies any act on an organised stock market
which gives or may give entitlement to stock as provided for in paragraph b above.
Chapter II Exchange of information
The Parties undertake, in accordance with the provisions of this chapter, to provide
each other with the greatest possible measure of mutual assistance in the exchange of
information relating to matters establishing or giving rise to the belief that irregular
operations of insider trading have been carried out.
Each Party may, by a declaration to the Secretary General of the Council of Europe,
undertake to provide other Parties, subject to reciprocity, with the greatest possible
measure of mutual assistance in the exchange of information necessary for the surveillance
of operations carried out in the organised stock markets which could adversely affect
equal access to information for all users of the stock market or the quality of the
information supplied to investors in order to ensure honest dealing.
- Each Party shall designate one or more authorities actually responsible for submitting
any request for assistance, and for receiving and taking action on requests for assistance
from the corresponding authorities designated by each Party.
- Each Party shall, in a declaration addressed to the Secretary General of the Council of
Europe, indicate the name and address of the authority or authorities designated in
accordance with the provisions of this article and any modification thereto.
- The Secretary General shall notify these declarations to the other Parties.
- Reasons shall be given for making a request for assistance.
- The request shall contain a description of the facts establishing or giving rise to the
belief that irregular operations of insider trading have been carried out or, if
assistance is requested according to the rules laid down by Parties under Article 3,
reference to the principles mentioned in that article which have been violated.
- The request shall contain reference to the provisions by virtue of which the operations
are irregular in the State of the requesting authority.
- The request shall be in or translated into one of the official languages of the State of
the requested authority, or in one of the official languages of the Council of Europe.
- The request shall specify:
- the requesting authority and the requested authority;
- the information sought by the requesting authority, the persons or bodies which may be
in possession of it, or the place where it may be available;
- the reasons for and the purpose of the requesting authority's application, and the use
it will make of the information under its national law; and
- how soon a response is required and, in cases of urgency, the reasons therefor.
- The execution of requests for assistance by the requested authority is carried out in
accordance with the rules and procedures laid down by the law of the Party in which that
- When the search for information so requires, and in the absence of specific provisions,
the rules laid down by national law for obtaining evidence shall be capable of being
applied by the requested authority or on its behalf. Sanctions laid down for breaches of
professional secrecy shall not apply in regard to the information provided compulsorily in
the course of enquiries.
- These provisions shall not prejudice the rights accorded to the defendant by national
- Save to the extent strictly necessary to carry out the request, the requested authority
and the persons seeking the information requested are bound to maintain secrecy about the
request, the component parts of the request and the information so gathered.
- However, at the time of the designation of the authority, provided for by Article 4,
each Party shall declare the derogations to the principle set forth in paragraph 4 of this
article possibly imposed or permitted by national law:
either to guarantee free access
of citizens to the files of the administration;
- or when the designated authority is obliged to denounce to other administrative or
judicial authorities information communicated or gathered within the framework of the
- or, provided the requesting authority has been informed, to investigate violations of
the law of the requested Party or to secure compliance with such law.
- The requesting authority may not use the information supplied for purposes other than
those set out in its request.
- The requested authority may refuse to supply the requested information or subsequently
oppose its use for purposes set out in the request or fix certain conditions unless:
- the facts are within the scope of Article 1 and
- the purposes set out are in conformity with the aims defined in Article 2 and
- the facts constitute in each State an irregularity as regards the rules of both States.
- When the requesting authority wishes to use the information supplied for purposes other
than those set out in the initial request it must inform in advance the requested
authority who may refuse to consent to such use unless the conditions in paragraph 2 above
- The information supplied may be used before a criminal court only in cases where it
could have been obtained by application of Chapter III.
- No authority of the requesting Party may use or transmit this information for tax,
customs or currency purposes unless otherwise provided in a declaration by the requested
The requested authority may refuse to give effect to the request for assistance or to
supply the information obtained, if:
- the request is not in conformity with this Convention;
- the communication of the information obtained might constitute an infringement of the
sovereignty, security, essential interests or public policy (ordre public) of the
- the irregularities to which the requested information relates or the sanctions provided
for such irregularities are time-barred under the law of the requesting or of the
- the requested information relates to matters which arose before the Convention entered
into force for the requesting or the requested Party;
- proceedings have already been commenced before the authorities in the requested Party in
respect of the same matters and against the same persons, or if they have been finally
adjudicated upon in respect of the same matters by the competent authorities of the
- the authorities of the requested Party have decided not to commence proceedings or to
stop proceedings in respect of the same matters.
The requested authority shall, in so far as it is able to do so, supply the information
requested by the requesting authority in the form desired by that authority or in the form
currently in use between them.
- Any Party which has ascertained that there has been a substantial breach by the
requesting authority of the confidentiality of the information provided may suspend the
application of Chapter II of this Convention with respect to the Party which has failed to
discharge its obligation and shall notify the Secretary General of the Council of Europe
of its decision. The Party may lift the suspension at any time and shall notify the
Secretary General accordingly.
- Any Party which intends to make use of the procedure provided for in paragraph 1 must
first give an opportunity to the Party concerned to make observations on the alleged
breach of confidentiality.
- The Secretary General of the Council of Europe shall inform the member States and the
Parties to this Convention of any use made of the procedure provided for in paragraph 1.
Parties may agree that, notwithstanding the provisions of paragraph 4 of Article 5,
requests for assistance and replies thereto may be drawn up in the language of their
choice and made according to simplified procedures or by employing means of communication
other than the exchange of written correspondence.
Chapter III Mutual assistance in criminal matters
- The Parties undertake to afford each other the widest measure of mutual assistance in
criminal matters relating to offences involving insider trading.
- Nothing in this Convention shall be construed as restricting or prejudicing the
application of the European Convention on Mutual Assistance in Criminal Matters and the
Additional Protocol thereto among States party to these instruments or of specific
agreements or arrangements on mutual assistance in criminal matters in force between
Chapter IV Final provisions
This Convention shall be open for signature by the member States of the Council of
Europe. It shall be subject to ratification, acceptance or approval. Instruments of
ratification, acceptance or approval shall be deposited with the Secretary General of the
Council of Europe.
- This Convention shall enter into force on the first day of the month following the
expiration of a period of three months after the date on which three member States of the
Council of Europe have expressed their consent to be bound by the Convention in accordance
with the provisions of Article 13.
- In respect of any member State which subsequently expresses its consent to be bound by
it, the Convention shall enter into force on the first day of the month following the
expiration of a period of three months after the date of the deposit of the instrument of
ratification, acceptance or approval.
- After the entry into force of this Convention, the Committee of Ministers of the Council
of Europe may invite any State not a member of the Council of Europe or any international
intergovernmental organisation to accede to this Convention, by a decision taken by the
majority provided for in Article 20.d of the Statute of the Council of Europe and by the
unanimous vote of the representatives of the Contracting States entitled to sit on the
- In respect of any acceding State or international intergovernmental organisation, the
Convention shall enter into force on the first day of the month following the expiration
of a period of three months after the date of deposit of the instrument of accession with
the Secretary General of the Council of Europe.
- Any State may, at the time of signature or when depositing its instrument of
ratification, acceptance, approval or accession, specify the territory or territories to
which this Convention shall apply.
- Any State may, at any later date, by a declaration addressed to the Secretary General of
the Council of Europe, extend the application of this Convention to any other territory
specified in the declaration. In respect of such territory the Convention shall enter into
force on the first day of the month following the expiration of a period of three months
after the date of receipt of such declaration by the Secretary General.
- Any declaration made under the two preceding paragraphs may, in respect of any territory
specified in such declaration, be withdrawn by a notification addressed to the Secretary
General. The withdrawal shall become effective on the first day of the month following the
expiration of a period of three months after the date of receipt of such notification by
the Secretary General.
Article 16bis (1)
In their mutual relations, Parties which are members of the European Economic Community
shall apply Community rules and shall therefore not apply the rules arising from this
Convention except in so far as there is no Community rule governing the particular subject
Without prejudice to the application of Article 6, no reservation may be made to the
- After the entry into force of the present Convention, a group of experts representing
the Parties to the Convention and the member States of the Council of Europe not being
Parties to the Convention shall be convened at the request of at least two Parties or on
the initiative of the Secretary General of the Council of Europe.
- This group shall have the task of preparing an evaluation of the application of the
Convention and making appropriate suggestions.
Difficulties with regard to the interpretation and application of this Convention shall
be settled by direct consultation between the competent administrative authorities and, if
the need arises, through diplomatic channels.
- Any Party may at any time denounce this Convention by means of a notification addressed
to the Secretary General of the Council of Europe.
- Such denunciation shall become effective on the first day of the month following the
expiration of a period of three months after the date of receipt of the notification by
the Secretary General; denunciation shall not prejudice requests already in progress at
the time of denunciation.
The Secretary General of the Council of Europe shall notify the member States of the
Council of Europe and any Party to this Convention of:
- any signature;
- the deposit of any instrument of ratification, acceptance, approval or accession;
- any date of entry into force of this Convention in accordance with Articles 14, 15 and
- any other act, notification or communication relating to this Convention.
In witness whereof the undersigned, being duly authorised thereto, have signed this
Done at Strasbourg, the 20th April 1989 in English and French, both texts being equally
authentic, in a single copy which shall be deposited in the archives of the Council of
Europe. The Secretary General of the Council of Europe shall transmit certified copies to
each member State of the Council of Europe and to any State and any international
intergovernmental organisation invited to accede to this Convention.
(1) Article added according to the provisions of the Protocol (ETS No. 133).