DOVRE GROUP PLC Owner: Dovre Group CEO | Original document: December 21, 2010 |
Approved by: Dovre Group's Board of Directors | Previous version: January 22, 2015 |
Date: November 26, 2015 |
This disclosure policy describes the main principles according to which Dovre Group Plc, as a listed company, discloses information to capital markets and other stakeholders.
Dovre Group complies with the requirements and regulations of the Finnish Financial Supervisory Authority (FIN-FSA), the Finnish Securities Markets Act, the Finnish Companies Act, the rules of Nasdaq Helsinki Ltd as well as other regulations governing listed companies.
The purpose of the policy is to ensure that the market has access to sufficient and accurate information concerning the company's financial position and operations and that all information is released without undue delay and in a non- discriminatory and non-selective manner. Dovre Group discloses both positive and negative information consistently and simultaneously to the market.
This policy governs all functions and entities of Dovre Group. The company's CEO is responsible for the implementation of the policy. The company responds to all inquiries by shareholders, investors, investment analysts, and the media without undue delay. The company's bulletins and releases indicate the company's spokesperson(s) concerning the information disclosed. This policy has been distributed to all Dovre Group business units globally so as to ensure that Dovre Group employees understand the disclosure obligations, restrictions, and regulations governing listed companies.
Dovre Group communicates with the capital market and other stakeholders primarily through stock exchange bulletins and press releases.
Stock exchange bulletins
Dovre Group discloses all information which may have a material impact on the value of the company's share as a stock exchange bulletin. All stock exchange bulletins are prepared and released by the company's corporate functions. All stock exchange bulletins are approved by the company's CEO prior to release. All stock exchange bulletins that contain financial information as well as those that require the Board's decision are approved by the company's Board of Directors.
Dovre Group discloses information on its financial situation on regular basis and according to a preannounced schedule. This includes the company's half-yearly report and year-end financial statements. In addition, the company
releases trading statements covering the first three and the first nine months of the financial year as stock exchange bulletin. The release schedule for the upcoming financial period is announced prior to the end the previous financial period. Where necessary, the company discloses as stock exchange bulletins all other information that may have a material effect on the on the value of the company's share.
Dovre Group releases information concerning significant changes in its corporate strategy and the Board of Directors as stock exchange bulletins. The company also releases all significant changes in its financial outlook and result and its business structure and organization as well as all information concerning corporate acquisitions, restructuring measures, and major contracts as stock exchange bulletins. Changes in the Group Executive Team and auditors are communicated through stock exchange bulletins.
Press releases
Press releases published by the company contain information on events relating to the company's business, which are not material but have marketing value. Press releases are produced by the respective business area or unit. Group level press releases are prepared by corporate functions. Corporate functions publishes and distributes all press releases through the company's main communication channels (the company website and Nasdaq Helsinki's press release distribution service). Business areas or units may also use other channels to distribute their press releases. All press releases are approved by the company's CEO and distributed to the Board of Directors prior to release.
The company does not, as a rule, comment on public rumors, share price development, or analyst estimates. If significant erroneous information about the company is publicly disseminated and this information is likely to have a material impact on the company's shareholder value, the company may consider correcting this information by releasing a stock exchange bulletin. Also, the company does not comment on business in preparation. If material information has, whether prematurely or accidentally, been released selectively and discriminately, the company will immediately disclose this information to the market and other stakeholders as stock exchange bulletin.
Dovre Group aims to respond to inquiries from investors, analysts, and media without undue delay. Communication with investors and analysts is centrally handled by Dovre Group's corporate functions. Corporate functions also prepares and coordinates all financial reports and other material that concerns shareholders, investors, and analysts.
Dovre Group's CEO and CFO or the person(s) designated by them may comment on the company's financial situation, its markets as a whole, and its future outlook. Heads of the company's business areas or units may comment on issues within the scope of their area of responsibility. The company's bulletins and releases indicate the company's spokesperson(s) concerning the information disclosed.
The Company observes a three (3) week silent period prior to the company's scheduled earnings releases (half-yearly report, annual financial statements, and Q1 and Q3 trading statements). During this period, the company will not
comment on its financial situation, business, or outlook, nor meet with investment analysts or other members of the investment community. If an event during the quiet period requires immediate disclosure, the company will disclose the information without delay in compliance with disclosure rules and may also comment on the event concerned.
With regards the company's insider guidelines, Dovre Group complies with the applicable legislation, the standards of the Finnish Financial Supervisory Authority as well as Nasdaq Helsinki Ltd.'s Guidelines for Insiders. In accordance with these regulations, persons regularly receiving unreleased information that could affect the value of the company's share price must be included in either Dovre Group's public insider register or the company's non-public company- specific insider register. The company's public insider register includes Members of the Board, members of the Group Executive Team, and the company's auditor. Information included in the company's public insider register is available on the company's website. The company's non-public company-specific insider register includes persons who, by virtue of their position or duties, may regularly receive inside information about the company. The company's insiders may not trade in any company securities during the period from the closing date of the accounting period to the date of publication of the company's half-yearly report, annual financial statements, or Q1 and Q3 trading statements. The minimum period concerned (so-called 'closed window') is always four (4) weeks prior to the date of publication of the release in question.
Dovre Group's primary channels of communication are the company's website and the stock exchange and press release distribution service provided by Nasdaq Helsinki Ltd. All reports and bulletins are available on the company's website and are stored there up to five (5) years from the date of release. Shareholder details published on the company's website are provided by Euroclear Finland Ltd.
The company's official reporting language is Finnish. However, because the company operates both in Finnish and English, all public reports are also released in English. Press releases prepared by business areas or units that have only local relevance may be published only in the local language.
Crisis communication is part of the company's risk management strategy. The aim of crisis communication is to ensure that the company is able to implement and carry out quickly and efficiently all necessary communication measures in crisis situations. The company's CEO is responsible for crisis communication.
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